DEF 14A

DEF 14A 1 d306555ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

CONTINENTAL RESOURCES, INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Continental Resources, Inc.

Invitation to 2022 Annual Meeting of Shareholders


DATE:		Thursday, May 19, 2022
TIME:		10:00 a.m. Central Daylight Time
PLACE:		Virtual Meeting (Via Live Audio Webcast) https://web.lumiagm.com/294221297

April 7, 2022

Dear Fellow Shareholder:

Please join us at our virtual Annual Meeting on Thursday, May 19, 2022, where you will be asked to vote on: (i) the election of the directors named in this Proxy Statement to the Board of Directors; (ii) the adoption of the 2022 Long-Term Incentive Plan; (iii) the ratification of the selection of the independent auditors; and (iv) the approval, by a non-binding vote, of the compensation of our named executive officers.

The Company is again taking advantage of the Securities and Exchange Commission rule permitting us to provide proxy materials over the internet to certain of our shareholders. On or about April 7, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials to shareholders whose shares are held in an account at a brokerage firm, bank or other nominee record holder, informing you the Notice and Proxy Statement for the 2022 Annual Meeting, 2021 Annual Report and voting instructions are available online. As more fully described in that Notice, all shareholders receiving such Notice may choose to access proxy materials on the internet or may request paper copies of the proxy materials. On or about April 7, 2022, we will also mail paper copies of our Notice and Proxy Statement, 2021 Annual Report and a proxy card to each shareholder whose shares are registered directly in their name with our transfer agent, American Stock Transfer & Trust Company.

In addition to the formal items of business at the Annual Meeting, you will have an opportunity to ask questions relating to the matters to be acted upon at the Annual Meeting. Members of the senior management of Continental Resources, Inc. and our Board of Directors will be present.

Whether you are able to attend the 2022 Annual Meeting, it is important your shares be represented. Please vote your shares in accordance with the instructions contained in the materials being sent to you. Please vote as soon as possible.

We hope you participate on May 19th.

LOGO

Harold G. Hamm

Chairman

LOGO

William B. Berry

President and Chief Executive Officer

CONTINENTAL RESOURCES, INC.

20 N. Broadway

Oklahoma City, Oklahoma 73102

Notice of Annual Meeting of Shareholders

To Be Held On May 19, 2022

TO THE HOLDERS OF SHARES OF COMMON STOCK:

The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Continental Resources, Inc. (the “Company,” “we,” “our,” or “us”) will be completely virtual and will be conducted via live audio webcast on May 19, 2022, at 10:00 a.m. C.D.T. You will be able to attend the Annual Meeting by visiting https://web.lumiagm.com/294221297.

We are holding the Annual Meeting for the following purposes:

To elect the directors named in this Proxy Statement to our Board of Directors to serve until the Annual Meeting of Shareholders in 2023, and until their respective successors are duly elected and qualified or until their earlier resignation or removal (Item 1 on the proxy card);

To vote on a proposal to approve the Company’s 2022 Long-Term Incentive Plan (Item 2 on the proxy card);

To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm (Item 3 on the proxy card);

To approve, by a non-binding vote, the compensation of the named executive officers (Item 4 on the proxy card); and

To transact such other business as may properly be brought at the Annual Meeting or any adjournment or postponement thereof.

The Annual Meeting may be recessed from time to time and, at any reconvened meeting, action on the matters specified in this notice may be taken without further notice to shareholders unless required by the Company’s bylaws.

Shareholders of record, at the close of business on March 23, 2022, of our common stock, par value $0.01 per share, are entitled to notice of and to vote on all proposals at the Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

A list of all shareholders entitled to vote at the Annual Meeting will be available for inspection during normal business hours at least ten days prior the Annual Meeting. Our offices located at 20 N. Broadway, Oklahoma City, Oklahoma 73102 are currently closed to the public due to the coronavirus (COVID-19) pandemic. Shareholders wishing to inspect shareholder lists in advance of, or during the annual meeting should send an email to ShareholderList@clr.com and follow the instructions received in response to the email.

In accordance with rules adopted by the Securities and Exchange Commission, we are pleased to furnish these proxy materials to certain of our shareholders over the internet and to certain others by mail.

BY THE ORDER OF THE BOARD OF DIRECTORS

/s/ James R. Webb

James R. Webb

Secretary

DATED: April 7, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2022

This Notice and Proxy Statement, the accompanying form proxy card and our Annual Report to shareholders are also available on the internet at https://materials.proxyvote.com/212015.

CONTINENTAL RESOURCES, INC.

Proxy Statement

Annual Meeting of Shareholders

May 19, 2022

TABLE OF CONTENTS


PROXY SUMMARY			4

PROPOSAL 1: ELECTION OF DIRECTORS			6
General			6
Corporate Governance Matters			10
Corporate Governance Guidelines and Communications with the Board			15
Compensation Committee Interlocks and Insider Participation			16

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			17
Policies and Procedures			17
Transactions			17

DIRECTOR COMPENSATION			20
General			20
2021 Director Compensation Table			20
2021 Retainers / Fees			21
Equity-Based Compensation			21

EXECUTIVE COMPENSATION AND OTHER INFORMATION			22
Information About Our Executive Officers			22
Compensation Discussion and Analysis			23
Insider Trading Policy			33
Hedging Policy			34
Compensation Committee Report			34
Summary Compensation Table			35
2021 Grants of Plan Based Awards			36
2021 Narrative Disclosure to the Summary Compensation Table and Grants of Plan Based Awards			37
Outstanding Equity Awards as of December 31, 2021			37
Options Exercised and Restricted Stock Vested During 2021			37
2021 Nonqualified Deferred Compensation			38
Description of Deferred Compensation Plan			38
Potential Payments Upon Termination or Change in Control			39
Indemnification Agreements			40
Risk Assessment Related to our Compensation Structure			40
Pay Ratio Disclosure			40


PROPOSAL 2: APPROVAL OF THE COMPANY’S 2022 LONG-TERM INCENTIVE PLAN			41
General			41
2022 Plan Summary Table			42
Narrative Description of the 2022 Plan			42
Administration of the 2022 Plan			43
Persons Who May Participate in the 2022 Plan			43
Maximum Number of Shares Subject to Award for Non-Employee Directors			43
Securities to be Offered			43
Awards			44
Other Provisions			45
Federal Tax Consequences			47
Grants to Certain Persons			49
Securities Authorized for Issuance under Equity Compensation Plans			49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			50
Security Ownership of Certain Beneficial Owners			50
Security Ownership of Directors and Executive Officers			51

PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			52
General			52
Audit Committee Report			53
Audit and Other Fees			54
Attendance at Annual Meeting			54

PROPOSAL 4: APPROVE, BY A NON-BINDING VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.			54

DELINQUENT SECTION 16(a) REPORTS			55

ANNUAL REPORT TO SHAREHOLDERS			55

SHAREHOLDERS SHARING THE SAME ADDRESS			56

PROPOSALS OF SHAREHOLDERS			56

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING			57
Why am I receiving these materials?			57
Who can vote at the Annual Meeting?			57
What am I voting on?			57
How do I vote?			57
How many votes do I have?			58
Who is paying for this proxy solicitation?			58
What does it mean if I receive more than one Notice of Internet Availability, proxy card or voter information form?			58
Can I change my vote after submitting my proxy?			58
What is the quorum requirement?			59
What are broker non-votes?			59
How do I register to attend the virtual meeting as a shareholder of record?			59


How do I register to attend the virtual meeting as a beneficial owner?			59
How do I vote shares at the virtual meeting?			60
How do I ask questions at the virtual meeting?			60
How do I attend the virtual meeting as a guest?			60
What vote is required to approve the election of directors (Item 1 on the proxy card)?			60
Why is shareholder approval needed in connection with the Company’s 2022 Long-Term Incentive Plan (Item 2 on the proxy card)?			60
What vote is required to approve the Company’s 2022 Long-Term Incentive Plan (Item 2 on the proxy card)?			60
What vote is required to approve the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm (Item 3 on the proxy card)?			61
What vote is required to approve the compensation of the named executive officers (Item 4 on the proxy card)?			61
What if I do not mark a voting choice for some of the matters listed on my proxy card?			61
Could other matters be decided at the Annual Meeting?			61
What happens if the Annual Meeting is postponed or adjourned?			61
How does the Board recommend I vote on the proposals?			61
Who will serve as the inspector of election at the Annual Meeting?			61
How can I find out the results of the voting at the Annual Meeting?			61

OTHER MATTERS			62



ANNEX A—NYSE Independence Standards Generally Applicable to Directors		ANNEX A

ANNEX B—Continental Resources, Inc. 2022 Long-Term Incentive Plan		ANNEX B

Proxy Summary

This summary contains highlights about Continental Resources, Inc., and our subsidiaries (the “Company”) and the upcoming 2022 Annual Meeting of Shareholders (the “Annual Meeting”). This summary does not contain all the information you should consider in advance of the Annual Meeting and we encourage you to read the entire Proxy Statement before voting. When we refer to “us,” “we,” or “our,” we are referring to the Company.

2022 Annual Meeting of Shareholders


Date and Time:		Thursday, May 19, 2022 at 10:00 a.m. C.D.T.

Location:		Virtual meeting (via live audio webcast) https://web.lumiagm.com/294221297.

Record Date:		March 23, 2022 (the “Record Date”)

Mail Date:		We intend to mail a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), or the Proxy Statement, 2021 Annual Report, and Proxy Card (or voter information form if the Proxy Statement is being sent by a broker, bank or other nominee record holder (collectively, a “Broker”)), as applicable, on or about April 7, 2022 to our shareholders.

Voting:		Shareholders as of the Record Date may vote. Each share of our Common Stock, par value $0.01 per share (“Common Stock”), is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. Each shareholder’s vote is important. Please complete and return your proxy or voter information form or submit your vote and proxy online (or by telephone if you received a voter information form).

Voting Matters and Board Recommendations



Matter		Board Vote Recommendation
Election of the directors named in this Proxy Statement (Item 1, page 6)		FOR
Approval of the 2022 Long-Term Incentive Plan (Item 2, page 41)		FOR
Ratification of selection of Grant Thornton LLP (“Grant Thornton”) (Item 3, page 52)		FOR
Approve, by a non-binding vote, the compensation of the named executive officers (Item 4, page 54)		FOR

2021 Performance Highlights

Generated a Company record $3.97 billion in cash flows from operations.

Increased net income to $4.56 per diluted share in 2021, compared to a net loss of $1.65 per diluted share in 2020.

Added over 237 MMBoe to the Company’s proved reserves through acquisitions.

Diversified the Company’s operations by adding over 146,000 net leasehold acres in the Permian Basin, establishing the Company’s presence in such basin and adding over 217,000 net leasehold acres to the Company’s assets in the Powder River Basin.

Sequentially increased the quarterly dividend throughout the year to $0.20 per share in fourth quarter.

Executed $123,924,127 million in share repurchases, resulting in the acquisition of 3,198,571 shares.

Achieved continued improvement in safety performance, with Total Recordable Incident Rate decreasing to 0.33 in 2021.

Key Executive and Director Compensation Policies and Practices

Independent compensation consultants to the Compensation Committee.

No individual employment agreements.

Majority of compensation is in the form of restricted stock awards designed to align interests of executives and shareholders.

Robust stock ownership requirements – 5x of base salary for the Chairman, President, Chief Executive Officer, and Executive Vice Presidents and 3x of base salary for other executive officers, and 5x base annual retainer for directors.

Use of a relevant peer group in establishing compensation.

Minimal perquisites.

Prohibition of hedging of Company securities by executive officers and directors.

Clawback policy applicable to all executive officers.

Key Governance Policies and Practices

Voluntary establishment of Compensation Committee and Nominating, Environmental, Social & Governance Committee (the “Nominating Committee”), even though exempt from these requirements as a controlled company under New York Stock Exchange (“NYSE”) rules.

Audit and Compensation Committees composed entirely of independent directors.

Lead independent director with clearly established authority and responsibility over the governance of our Board of Directors.

Declassified Board structure.

Regular executive sessions of the Board without management present.

Board risk management oversight with a focus on the most significant risks facing the Company.

Annual evaluation process for the Board and its committees.

Director in uncontested election that does not receive a majority of “for” votes must submit his or her resignation for consideration by the Nominating Committee and the Board.

Implemented an initiative to improve diversity and inclusion on an ongoing basis.

Continued ongoing efforts to address ESG stewardship, including publication of an ESG report.

For more detailed information regarding our proxy materials and voting at the Annual Meeting, see “Questions and Answers About This Proxy Material and Voting,” at page 57.

Proposal 1:

Election of Directors


*General*

Our Board has seven members. Each of our current directors has been nominated to be re-elected as a director for a term to continue until the Annual Meeting of Shareholders in 2023, to serve until their respective successor has been elected and qualified or until their earlier resignation or removal. Nominated directors are listed in the table in the opposite column of this page.

The election of a director requires the affirmative vote of a plurality of the shares of Common Stock voting in person over the internet or by proxy at the Annual Meeting. All proxies received will be voted, in the absence of instructions to the contrary, “for” the re-election of Hamm G. Hamm, William B. Berry, Shelly Lambertz, Lon McCain, John T. McNabb, II, Mark E. Monroe, and Timothy G. Taylor to the Board. While “withheld” votes will not affect the outcome of the election, our Bylaws provide a nominee for director in an uncontested election who receives a greater number of “withheld” votes than “for” votes shall submit his or her offer of resignation for consideration by the Nominating Committee of the Board within ninety (90) days from the date of the election. The Nominating Committee of the Board shall consider all relevant facts and circumstances and recommend to the Board the action to be taken with respect to such resignation offer.

Should a nominee for election to the Board be unable to serve for any reason, the Board may designate a substitute nominee in which event all proxies received without instructions will be voted “for” the election of such substitute nominee. To the best knowledge of our Board, each of the named nominees will serve if elected.

The Board recommends the shareholders vote “for” the re-election of Harold G. Hamm, William B. Berry, Shelly Lambertz, Lon McCain, John T. McNabb, II, Mark E. Monroe and Timothy G. Taylor to the Board.

The following table outlines certain information about each of the director nominees as of April 7, 2022:



Name	Age	Director Since	Existing Term Expires

Harold G. Hamm	76	1967	2022

William B. Berry	69	2014	2022

Shelly Lambertz	55	2018	2022

Lon McCain	74	2006	2022

John T. McNabb, II	77	2010	2022

Mark E. Monroe	67	2001	2022

Timothy G. Taylor	68	2019	2022




		*Harold G. Hamm* has served as non-employee Chairman since May 19, 2021. Prior to assuming the role of Chairman, he served as Executive Chairman of the Board from January 1, 2020 to May 19, 2021 and as employee Chairman prior to that. He has served as a director since our inception in 1967 and served as our Chief Executive Officer from 1967 to December 31, 2019. In addition, Mr. Hamm served as our President from October 31, 2008 to November 3, 2009. He served as Chairman of the board of directors of the publicly traded general partners of Hiland Partners, LP (“Hiland”) and Hiland Holdings GP, LP (“Hiland Holdings”), former affiliates of ours through February 13, 2015. From September 2005 through February 2012, Mr. Hamm served as a director of Complete Production Services, Inc., an oil and gas service company publicly traded on the NYSE. He has served on the board of directors of the National Fish and Wildlife Foundation since October 2017. Mr. Hamm is Chairman of Domestic Energy Producers Alliance and served as Chairman of the Oklahoma Independent Petroleum Association from June 2005 to June 2007 (currently known as the Petroleum Alliance of Oklahoma). He was President of
the National Stripper Well Association, founder and Chairman of Save Domestic Oil, Inc., served on the board of directors of the Oklahoma Energy Explorers, Oklahoma Independent Petroleum Association and is co-chairman of the Council for a Secure America. Mr. Hamm’s role as the founder and controlling shareholder of our Company, his extensive experience in the energy industry and leadership of our Company for over 50 years, qualify him to serve on our Board and in the role as Chairman.



		*William B. Berry* has served as our Chief Executive Officer since January 1, 2020 and as our President since April 1, 2022. Mr. Berry has been a director since May 2014. He served as Lead Director from the 2016 Annual Meeting through the 2017 Annual Meeting. Mr. Berry served as Executive Vice President, Exploration and Production, of ConocoPhillips Company (“ConocoPhillips”), a major international integrated energy company, from 2003 until his retirement on January 1, 2008. He has over 30 years of experience with ConocoPhillips and Phillips Petroleum Company, which became a part of ConocoPhillips in August 2002. While with these companies, he served at various times in other executive positions including President, Asia Pacific; Senior Vice President of Exploration and Production, Eurasia-Middle East; Vice President of Exploration and Production, Eurasia; and Vice President of International Exploration and Production, New Ventures. While at ConocoPhillips and Phillips Petroleum Company he served in various locations including London, England; Abidjan, Ivory Coast; Stavanger, Norway; Shekou and Beijing, China; and Singapore. Mr. Berry was recognized by the government of China as one of the
31 outstanding foreign experts in 1996. He has served on the board of directors of Oceaneering International, Inc. since June 2016. He served on the board of directors of Nexen Inc. from December 2008 to June 2013, Willbros Group, Inc. (“Willbros”) from February 2008 to May 2014, Access Midstream Partners, L.P. from June 2013 to May 2014, Teekay Corporation from June 2012 to December 2015, and Franks International from January 2015 to May 2020. Mr. Berry holds a bachelor’s and a master’s degree in petroleum engineering from Mississippi State University. Mr. Berry brings extensive domestic and international experience in the oil and gas exploration and production industry and management expertise to his roles as Chief Executive Officer and as a member of the Board. Mr. Berry also brings considerable experience from his position as a director with several other publicly traded companies involved in the energy industry. We believe Mr. Berry’s extensive industry, management and director expertise qualify him to serve on our Board.




		*Shelly Lambertz* has been a director since May 2018. She also serves as Executive Vice President, Chief Culture and Administrative Officer, a position she has held since January 12, 2022. Prior to this she served as our Chief Culture Officer and Senior Vice President, Human Resources from February 2020 to January 12, 2022 and as the Company’s Vice President, Human Resources from October 2018 to February 2020. Before joining the Company as an employee, she served as the Chief Operating Officer at Hamm Capital, a family investment and advisory firm based in Oklahoma City, from August 2011 to October 2018. Ms. Lambertz also serves as Director of the Harold Hamm Foundation. From 1999 to 2005, Ms. Lambertz was the Executive Director of the YWCA in Enid, Oklahoma. From 1996 to 1998, Ms. Lambertz was Director of Human Resources and Business Development Advisor for Hamm & Phillips Service Company. She began her career working for the U.S. House of Representatives in Washington, D.C. Positions there included Office Manager for Congressman Mickey Edwards (OK), Legislative Assistant for the Leadership Office of Minority Leader Bob Michel (IL), and Deputy Chief of
Staff for Frank Lucas (OK). Ms. Lambertz holds a bachelor’s degree in business administration from Oklahoma State University. Ms. Lambertz’s financial, management and human resources experience, as well as her knowledge regarding the Company and its operations, qualify her to serve on our Board.



		*Ellis L. “Lon” McCain* has been a director since February 2006 and serves as Chairman of our Audit Committee. Mr. McCain also served as Lead Director from the 2014 Annual Meeting through the 2016 Annual Meeting. Mr. McCain served as Executive Vice President and Chief Financial Officer of Ellora Energy, Inc. (“Ellora”) from July 2009 through August 2010 when Ellora was merged into a subsidiary of Exxon Mobil Corporation. Prior to Ellora, Mr. McCain was Vice President, Treasurer, and Chief Financial Officer of Westport Resources Corporation (“Westport”), a publicly traded exploration and production company, from 2001 until the sale of Westport to Kerr McGee Corporation and his retirement from Westport in 2004. From 1992 until joining Westport in 2001, Mr. McCain was Senior Vice President and Principal of Petrie Parkman & Co., an investment banking firm specializing in the oil and gas industry. From 1978 until joining Petrie Parkman & Co., Mr. McCain held senior financial management positions with Presidio Oil Company, Petro-Lewis Corporation, and Ceres Capital. He was an Adjunct Professor of Finance at the University of Denver from 1982 through 2005. Mr. McCain currently serves on the board
of directors of Crescent Energy Co., which was created in December 2021 by the combination of Contango Oil & Gas Company (“Contango”) and Independence Energy, LLC (“Independence”). Prior to this he served on the board of directors of Contango, a domestic exploration and production company traded on the NYSE from 2013 until it combined with Independence. He also serves on the board of directors of Cheniere Energy Partners, GP, LLC, the general partner of Cheniere Energy Partners, L.P., a publicly traded partnership, a position he has held since 2007. Mr. McCain received a B.A. in business administration and an M.B.A. with a major in finance from the University of Denver. Mr. McCain brings extensive business, financial and management expertise to the Company from his background as Chief Financial Officer of Ellora and Westport and from his tenure as an investment banker specializing in the oil and gas industry. Mr. McCain also brings considerable experience from his position as a director with several other energy companies. We believe Mr. McCain’s extensive business, financial, management and director expertise qualify him to serve on our Board and as Chairman of our Audit Committee.




		*John T. McNabb, II* has served as a director since May 2010, as Lead Director since May 2020. He was also appointed as Lead Director on November 2, 2011 and served in that capacity through the 2013 Annual Meeting. Mr. McNabb served as Chairman and Chief Executive Officer of Willbros, an international energy engineering and construction firm, from October 2014 through November 2015. He was a co-founder of Growth Capital Partners, L.P. in April 1992 and Chairman of its Management Committee through June 2011 at which time it was sold to Duff & Phelps, where he became Vice Chairman of Corporate Finance and later Vice Chairman of Investment Banking from July 2011 to June 2014. He was formerly a Managing Director of Bankers Trust New York Corporation (“Bankers Trust”) and a board member of BT Southwest Inc., a wholly-owned subsidiary of Bankers Trust. Mr. McNabb went to Bankers Trust from The Prudential Insurance-Company of America where he had a six year career, commencing in 1984, in positions with Prudential-Bache Securities, The Prudential Corporate Finance Group and Prudential Capital Corporation, a merchant banking affiliate of The Prudential. He
started his career with Mobil Oil Corporation in its exploration and production division. Mr. McNabb holds B.A. and M.B.A. degrees from Duke University. Mr. McNabb has served on the board of directors of eight public companies, including Cypress Environmental Partners, L.P., where he serves as Chairman of the Audit Committee and is a member of the Conflicts Committee, Willbros, from 2006 to 2016, where he served as Chairman of the Board and on the Audit Committee (including service as Chairman of such committee), Finance and Executive Committees, and Hiland Partners, GP, LLC, from 2006 to 2009, where he served as Chairman of the Conflicts Committee and as a member of the Compensation Committee. Mr. McNabb also serves as Vice Chairman of The Council for a Secure America and, as a result of a presidential appointment, is a member of the board of trustees of the United States National Holocaust Memorial Council where he serves on the Finance and Governance Committees. Mr. McNabb also serves on the board of directors of the Hamm Institute for American Energy at Oklahoma State University, where he will serve as a teaching fellow. Mr. McNabb served as Chairman of the Board of Visitors at the University of Houston from 2013 to 2015 where he also taught as an Executive Professor of Finance. Mr. McNabb is an emeritus member of the Board of Visitors of the Fuqua School of Business at Duke University.
Mr. McNabb’s extensive banking and investment company experience and his direct work in the oil and gas production and service segments, including his service as Chief Executive Officer of Willbros, make him well suited to serve on our Board. Mr. McNabb’s leadership skills as Founder and Chairman of the board of directors of Growth Capital Partners, L.P. and his public company experience as an audit and compensation committee member also make him well qualified to serve on our Board. We believe this experience qualifies him to serve on our Board as Lead Director.




		*Mark E. Monroe* has served as a director since November 2001 and serves as Chairman of our Nominating, Environmental, Social & Governance Committee. Mr. Monroe served as Lead Director from the 2017 Annual Meeting through the 2020 Annual Meeting. Mr. Monroe was our President and Chief Operating Officer from October 2005 until October 31, 2008. He was Chief Executive Officer and President of Louis Dreyfus Natural Gas Corp. prior to its merger with Dominion Resources, Inc. in October 2001. After the merger, Mr. Monroe was a consultant and served as a member of the board of directors of Unit Corporation, a NYSE publicly traded onshore drilling and oil and gas exploration and production company from October 2003 through October 2005. He has served on the board of directors of Seven Generations Energy Ltd., a publicly traded Canadian energy producer, since October 2018 and as Chairman of the Board since January 2019. He served on the board of directors of Rose Rock Midstream GP, LLC, the general partner of Rose Rock Midstream, L.P., from December 2011 to April 1, 2016. He has served as Chairman, and as a board member, of the Oklahoma Independent Petroleum
Association, served on the Domestic Petroleum Council and the National Petroleum Council, and on the boards of directors of the Independent Petroleum Association of America, the Oklahoma Energy Explorers, and the Petroleum Club of Oklahoma City. Mr. Monroe is a Certified Public Accountant and received his B.A. in business administration from the University of Texas at Austin. Mr. Monroe’s extensive executive and financial experience from his service in positions as Chief Executive Officer, President and Chief Financial Officer at various public oil and gas companies qualify him to serve on our Board and as the Chairman of our Nominating, Environmental, Social & Governance Committee.




		*Timothy G. Taylor* has been a director since November 2019 and serves as Chairman of our Compensation Committee. Mr. Taylor served as President of Phillips 66 Company (“Phillips”), an integrated downstream company with refining, chemicals, and midstream operations, from June 2014 until his retirement in December 2017. Prior to this, Mr. Taylor was Executive Vice President of Commercial, Marketing, Business Development, and Transportation at Phillips from May 2012 to June 2014. While at Phillips, Mr. Taylor also served as President of Phillips 66 Partners from July 2013 to December 2017. Before joining Phillips, Mr. Taylor served as Chief Operating Officer of ChevronPhillips Chemical Company (“ChevronPhillips Chemical”) from February 2010 to December 2011 and Executive Vice President of Olefins/Polyolefin from July 2001 to February 2010. Prior to this, Mr. Taylor served in various executive and management positions at Phillips Petroleum Company. He started his career as a chemical engineer with Texas Eastman Company. Mr. Taylor served on the Board of Directors of ChevronPhillips Chemical from 2012 to 2017 and Phillips 66 Partners from 2013 to 2017. He serves on

the advisory board of Triten Energy Partners and the Board of Trustees for Kansas State University. He holds a bachelor’s degree in Chemical Engineering from Kansas State University.

Mr. Taylor brings extensive experience in domestic and international refining, chemicals sales and marketing, energy transportation, business development and process management to the Board. We believe Mr. Taylor’s extensive midstream and industry experience and director expertise qualify him to serve on our Board and as Chairman of our Compensation Committee.

Corporate Governance Matters

We are a “controlled company” within the meaning of the listing standards of the NYSE because our Chairman, Harold G. Hamm, and members of his family own more than 50% of our outstanding shares of Common Stock. Consequently, we are not required to comply with certain NYSE listed company requirements, such as the requirement to have a majority of independent directors on our Board, or the requirement to have compensation and nominating committees. However, we are required to have an independent Audit Committee, and we have voluntarily established a Compensation Committee composed entirely of independent directors and a Nominating Committee. The Board uses the independence standards of the NYSE corporate governance rules generally applicable to directors for determining whether directors are independent. A copy of those standards is attached as Annex A. The Board additionally follows applicable rules of the Securities and Exchange Commission (“SEC”) in determining independence for committee members. The Board has determined Messrs. McCain, McNabb, Monroe, and Taylor have no relationship with the Company other than as a director and shareholder and are independent under the NYSE and SEC rules for purposes of service on the Board and its committees. Mr. Hamm is not an independent director due to his ownership of the Company and the extent of his control over the Company. Mr. Berry is not an independent director due to his service as our President and Chief Executive Officer. Ms. Lambertz is not an independent director due to her relationship to Mr. Hamm (Ms. Lambertz is the daughter of Mr. Hamm) and her current service as our Executive Vice President, Chief Culture and Administration Officer. Members of each committee are elected annually by the Board and serve for one-year terms, until their successors are elected and qualified or until their earlier resignation or removal.

The Board held 9 meetings and acted by unanimous consent 3 times during the year ended December 31, 2021. Directors are expected to attend all meetings of the Board and the committees on which they serve. To be re-nominated, directors must have attended at least 75% of the Board and applicable committee meetings during their term, and all directors did so during 2021. All then incumbent directors attended the 2021 Annual Meeting of Shareholders and all directors plan to attend the 2022 Annual Meeting. Under our Corporate Governance Guidelines, attendance at the Annual Meeting is listed as a consideration when evaluating whether a director is devoting sufficient time to his or her responsibilities.

Board Leadership Structure Harold G. Hamm serves as the Company’s non-employee Chairman, a role he assumed May 19, 2021. Prior to this he served as Executive Chairman from January 1, 2020 to May 19, 2021. He assumed the role of Executive Chairman in connection with transitioning the role of Chief Executive Officer to Mr. Berry as of January 1, 2020. Prior to January 1, 2020, Mr. Hamm served in the combined role of Chairman and Chief Executive Officer.

As a result of Mr. Hamm’s successful efforts in transitioning primary responsibility for oversight of the Company’s activities, Mr. Hamm has been able to transition to the role of non-employee Chairman. In such capacity Mr. Hamm is able to leverage his extensive industry

experience and knowledge of the Company to provide the Company and the Board continued support in relation to strategic and stakeholder matters, as well as business development opportunities The Board believes this leadership structure is appropriate because it allows the Company to take advantage of Mr. Hamm’s considerable Company and industry experience, and has expanded the Company’s base of leadership and furthered the Company’s succession planning. The Board believes the considerable ownership stake in the Company of Mr. Hamm and his family members also supports the Board’s view that Mr. Hamm’s leadership role as Chairman is appropriate.

Lead Director The Board has appointed Mr. McNabb to serve as lead director with the following responsibilities similar to those typically performed by an independent Chairman: (i) preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; (ii) act as a key liaison between the Chairman, Chief Executive Officer and the independent directors; (iii) provide input into the materials to be delivered to the directors in advance of each Board meeting; (iv) provide feedback regarding the quality, quantity, and timeliness of those materials; and (v) communicate Board member feedback to the Chairman and the President and Chief Executive Officer. At the February 2022 Board meeting, Mr. Taylor was appointed to serve as lead director, effective immediately following the Annual Meeting, for a period extending through the 2023 Annual Meeting.

Risk Oversight The Company employs a formal enterprise risk management process. The Board is responsible for overseeing our Company’s management of risk. The Board strives to effectively oversee our enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of our Company for the benefit of our shareholders. The Board understands its focus on effective risk oversight is critical to setting our Company’s tone and culture towards effective risk management. To administer its oversight function, the Board seeks to understand our Company’s risk philosophy by having regular discussions with management to establish a mutual understanding of our Company’s overall appetite for risk. The Board maintains an active dialogue with management, including the President and Chief Executive Officer, Chief Financial Officer, and Chief Risk Officer, about existing risk management processes and how management identifies, assesses and manages our most significant risk exposures, including commodity price risk, liquidity risk, reputational risk, operational risk, safety risk, cybersecurity risk, compliance risk and legal risk. James R. Webb assumed the role of Chief Risk Officer when he joined the Company on September 1, 2021 as Senior Vice President, General Counsel, Chief Risk Officer and Secretary. Mr. Webb is primarily responsible for instituting risk management practices consistent with our overall business strategy and risk profile. The Board expects, and receives, regular updates from Mr. Webb and other members of our management team about our most significant risks to enable it to evaluate whether management is responding appropriately. Senior management attends Board meetings and is available to address any questions or concerns raised by our Board on risk management-related and other matters. In addition, our Board receives presentations from senior management on strategic matters.

The Board also relies on each of its committees to help oversee the risk management responsibilities relating to the functions performed by such committees. The Audit Committee considers risks related to financial reporting including overseeing our internal controls and interacting with our independent public accounting firm at least quarterly. The Compensation Committee oversees our compensation practices to ensure they do not encourage unnecessary and excessive risk taking by management. The Nominating, Environmental, Social and Governance Committee (the “Nominating Committee”) oversees risks relating to our corporate governance and compliance programs and assists the Board and management in promoting an organizational culture that encourages commitment to ethical conduct and a commitment to compliance with the law. Each of the Board’s committees report regularly to the Board on risk-related matters within its responsibilities. While the Board does not directly consider the Company’s risk profile and management program in assessing its leadership structure, a board member’s ability to oversee the risks associated with the matters supervised by a committee is considered in making committee appointments.

ESG Matters The Company has a long established ESG record and is committed to ongoing efforts to develop and implement thoughtful, systematic programs and practices to address ESG stewardship. We believe our ESG program makes an important contribution to the long-term success of the Company.

In developing our approach to ESG reporting, the Company conducted a thorough assessment to identify and prioritize those topics having the most significant impact on our stakeholders and the operations of our Company, which included research, peer benchmarking, and interviews with internal and external stakeholders. We also considered guidance from existing ESG frameworks. However, we believe the existing frameworks have shortcomings and do not adequately consider the contributions the energy industry makes to the security and well-being of the United States and the rest of the world. As a result, we have adopted a framework that considers these contributions and presents a more societal view of the contribution hydrocarbons make to modern life.

Our ESG report is available on our website at www.clr.com. We encourage our shareholders to review this report to more fully understand our approach to ESG issues and how our ESG program contributes to the long-term success of the Company.

Board Committees Our Board has three standing committees: (i) an Audit Committee; (ii) a Compensation Committee; and (iii) a Nominating Committee. Each committee is governed by a written charter approved by the full Board. These charters form an integral part of our corporate governance policies and are available on our website, www.CLR.com.

The tables below provide information regarding the current composition of each standing committee of our Board, the significant responsibilities of each committee as set forth in their respective charters and the number of times each committee met or acted by written consent in 2021:



Name of Committee and Members	Principal Functions of the Committee	Meetings in 2021	Written Consents in 2021

Audit* Lon McCain, Chairman^† John T. McNabb, II^† Timothy G. Taylor	The Audit Committee is appointed by our Board to perform an oversight function. Pursuant to its Charter, the responsibilities of the Audit Committee are:	6	0
	select and oversee our relationship with our independent registered public accounting firm;
	review with our independent registered public accounting firm the scope and results of our annual audit and any other reviews conducted by such firm;
	discuss our earnings releases and guidance with financial management;
	review our financial statements and reports including Forms 10-K and Forms 10-Q as well as any major issues regarding accounting principles;
	review significant financial reporting issues and practices;
	monitor internal control policies and practices;
	establish procedures for receipt, consideration, and treatment of issues raised regarding accounting, internal accounting control or auditing matters;
	review our major financial risk exposures;
	review proposals of related party transactions;
	review and approve internal audit plan and budget;
	approve decisions regarding appointment and removal of chief audit executive; and
	review the effectiveness and performance of our internal audit function.

*	Following the conclusion of the Annual Meeting, the Audit Committee will be composed of the same individuals as indicated above.

†	The Board has determined this individual is an Audit Committee Financial Expert.

Additional Information Regarding the Audit Committee. Pursuant to its Charter, the Audit Committee has the authority to retain outside counsel or other experts to advise the Committee in connection with the exercise of its powers and responsibilities. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company. The Audit Committee meets at least quarterly with our senior management, our director of internal audit and our independent auditors to discuss any matters the Audit Committee or any of these individuals or groups believe should be discussed in private. The Audit Committee makes regular reports to the Board.

In 2021, the Audit Committee discussed the financial information contained in each quarterly and annual SEC filing with the Chief Financial Officer and independent auditors prior to public release.



Name of Committee and Members	Principal Functions of the Committee	Meetings in 2021	Written Consents in 2021

Compensation* Timothy G. Taylor, Chairman John T. McNabb Mark E. Monroe	Pursuant to its Charter, the responsibilities of the Compensation Committee are as follows: review our compensation philosophy and how our pay programs align with that philosophy; review whether risks from our compensation policies and practices are reasonably likely to have a material adverse effect; review and make recommendations in connection with “say on pay” votes and the frequency with which we conduct such votes; review and administer all compensation plans and provide oversight in connection with grants and awards under such plans; oversee the terms of any employment contract or change of control agreement applicable to our officers; oversee the drafting of the Compensation Discussion and Analysis portion of our proxy statement; oversee awards of stock or other equity compensation to employees; review and determine the individual elements of the total compensation of senior executives, including the Chief Executive Officer and Executive Chairman and recommend Chief Executive Officer and Executive Chairman compensation for approval by the Board; review and make recommendations to the Board with respect to director compensation; and oversee our share ownership guidelines applicable to non-employee directors and senior executives, including the Chief Executive Officer.	6	1

*	Following the conclusion of the Annual Meeting, the Compensation Committee will be composed of the same individuals as indicated above.

Additional Information Regarding the Compensation Committee. The role the Compensation Committee plays in establishing our executive officer compensation is further described below in “Executive Compensation and Other Information—Compensation Discussion and Analysis.” The Compensation Committee has the authority to retain or terminate consultants, including the authority to approve the consultants’ fees and other retention terms. In 2021, the Compensation Committee employed Meridian Compensation Partners, LLC (“Meridian”) whose engagement is described in the Compensation Discussion and Analysis section herein. The Compensation Committee may delegate its responsibilities to one or more of its members, to the extent such delegation is consistent with any legal or other requirements that may apply to the actions subject to the delegation.



Name of Committee and Members	Principal Functions of the Committee	Meetings in 2021	Written Consents in 2021

Nominating, Environmental, Social & Governance* Mark E. Monroe, Chairman Lon McCain John T. McNabb, II Harold G. Hamm^† Shelly Lambertz^†	Pursuant to its Charter, the responsibilities of the Nominating Committee are as follows: identify individuals qualified to become Board members, recommend those qualified members to the Board, and recommend the director nominees to the Board for each annual meeting of the Company’s shareholders or to fill vacancies on the Board; recommend nominees to the Board for each committee of the Board and review committee member qualifications; make recommendations to the Board regarding the composition and size of the Board; develop and make recommendations to the Board in connection with the director nomination process and other corporate governance matters; assess the independence of directors and director nominees; develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company; lead the Board in its annual review of the Board’s performance; provide risk oversight with respect to the areas of responsibility of the Nominating Committee set forth in its Charter; review succession plans relating to our Chief Executive Officer and the other executive officer positions; oversee director continuing education and the orientation program for new directors; oversee our legislative affairs activities and any political action committees; oversee communications between management and shareholders of the Company relating to corporate governance and; review and provide oversight of environmental, social and governance and sustainability issues and risks.	5	0

*	Following the conclusion of the Annual Meeting, the Nominating Committee will be composed of the same individuals as indicated above.

†	Mr. Hamm is not independent, and Ms. Lambertz is a management director.

Corporate Governance Guidelines and Communications with the Board

We have adopted Corporate Governance Guidelines and a Code of Business Conduct in accordance with the rules of the NYSE. We last amended our Corporate Governance Guidelines in February 2021 and our Code of Business Conduct in February 2022. The Code of Business Conduct and Ethics is applicable to all employees and directors, including our principal executive, financial, and accounting officers. In addition, each of the standing committees of the Board has a charter which has been approved by the Board. Copies of the Corporate Governance Guidelines, Code of Business Conduct and Ethics, and committee charters are available on our website, www.CLR.com, and a printed copy of any of these documents will be made available to any shareholder requesting one from our Secretary.

Our Corporate Governance Guidelines require our non-management directors to meet in regularly scheduled executive sessions. Mr. McNabb presided as Lead Director over 4 executive sessions during 2021.

Each year, the Board and its committees perform a self-evaluation. As required by the Company’s Corporate Governance Guidelines, the Nominating Committee oversees this process. The performance evaluations solicit input from directors regarding the effectiveness of the Board, its committees, and individual directors. The input is sought to provide the Board as a whole, as well as individual directors, an opportunity to identify strengths, weaknesses, and opportunities for improvement. The Company’s General Counsel has individual conversations with each member of the Board and reviews each director’s responses to questions distributed to the director in advance of the conversation. The General Counsel then summarizes the results of the interviews and presents this information to the Nominating Committee. Subject to limited exceptions, the summary is prepared in a manner that assures the content isn’t identifiable as the feedback of any given director. The Nominating Committee reviews the summary and the Board is informed of self-evaluation results and recommendations. If appropriate, the Board evaluates the information presented and adopts any recommended improvements determined to be necessary or desirable. The Board believes the process described above is effective and improves the overall function and effectiveness of the Board.

Any shareholder or interested party desiring to communicate or express concerns to us, directors generally, non-management directors or an individual director may do so only by submission in writing to Continental Resources, Inc., Attn: Secretary, 20 N. Broadway, Oklahoma City, Oklahoma 73102, with information sufficient to identify the person submitting the communication or concern, including the name, address, telephone number, and an e-mail address (if applicable), together with information indicating the relationship of such person to us. Our Secretary is responsible for maintaining a record of any such communications or concerns and submitting them to the appropriate person(s) for potential action or response. We will verify the authenticity of any communication or concern before submission. We are not obligated to investigate or submit any anonymous submissions from persons who are not our employees. We have established robust policies in connection with whistleblower complaints submitted by employees and non-employees and we have established procedures designed to ensure we effectively follow such policies.

Although we are a “controlled company” under the listing standards of the NYSE, the Board has voluntarily established a Nominating Committee. Our Nominating Committee is responsible for assessing the skills and characteristics of Board members and for screening potential Board candidates. While the Nominating Committee has no minimum qualifications for candidates, the Committee generally reviews and evaluates both incumbent and potential new directors to achieve diversity of skills and experience among our directors, based on the following criteria set forth in our Corporate Governance Guidelines:

commitment and background to represent shareholder interests;

moral character and integrity;

ability to apply sound business judgment;

independence and freedom from conflicts of interest;

ability to devote time necessary to understand the Company and carry out the duties of a director, including attendance at meetings and consultation on Company matters;

ability to function as a team member and communicate effectively;

professional and personal accomplishments;

understanding of strategic issues;

ability to understand financial matters and read financial statements;

oil and gas exploration and energy experience; and

experience with risk assessment.

Qualified candidates for nomination to the Board are considered without regard to race, religion, gender, or national origin. The process used by the Nominating Committee for identifying and evaluating nominees for the Board consists of reviewing qualifications of candidates suggested by management, other Board members, shareholders, or other sources. In evaluating nominees, the Nominating Committee considers whether it has been successful in achieving the desired diversity of skills and experience based on the then current composition of the Board. The Nominating Committee will consider recommendations for nomination as a Board member by any shareholder of the Company who is a shareholder of record at the time of giving notice to the Company as provided in the Company bylaws (the “Bylaws”), is entitled to vote on the election of directors at the meeting and complies with the notice procedures set forth in our Bylaws. Such nominations shall be made pursuant to timely notice in writing to Continental Resources, Inc., Attn: Secretary, 20 N. Broadway, Oklahoma City, Oklahoma 73102.

To be timely, a shareholder’s notice or nomination shall be delivered to or mailed and received at our principal executive office (i) with respect to an election of directors to be held at the annual meeting of the shareholders of the Company, not later than ninety (90) days or more than one hundred twenty (120) days prior to the one year anniversary date of the preceding year’s annual meeting of shareholders of the Company; provided, however, if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, to be timely, a shareholder’s notice must be so delivered not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made; and (ii) with respect to a special meeting of shareholders called for the purpose of electing one or more directors to the Board, not earlier than the ninetieth (90^th) day prior to such special meeting and not later than the close of business on the later of the seventieth (70^th) day prior to such special meeting or the tenth (10^th) day following the day on which public announcement of the date of the special meeting is first made. Such shareholder’s notice to the Secretary shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to the person required to be disclosed in solicitations for proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected), and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Company’s books, of such shareholder, and (ii) the class and number of shares of capital stock of the Company that are beneficially owned by the shareholder.

There are no specific minimum qualifications for shareholder nominees. The Company has not previously received nominees from shareholders. All nominees, regardless of source, will be evaluated by the Nominating Committee in the same manner and using the same criteria as is used for nominees recommended by the committee.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Messrs. McNabb, Monroe, and Taylor. During 2021, there were no interlocking relationships as defined by the SEC.

Certain Relationships and Related

Party Transactions

Policies and Procedures

Our Audit Committee Charter provides the Audit Committee shall review all related party transactions (as defined below) and recommend approval or disapproval to the Board of any such transaction.

The Charter defines a “related party transaction” as a transaction, proposed transaction, or series of similar transactions, in which (a) we are a participant and (c) a related person (as defined below) has or will have a direct or indirect material interest. A “related person” is (a) any person who is, or at any time since the beginning of our last fiscal year was, a director, executive officer, or nominee to become a director, (b) a person known to beneficially own 5% or more of any class of our voting securities, (c) an immediate family member of any of the foregoing persons (which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law), and (d) any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or greater than 5% beneficial owner. The Audit Committee considers the adequacy of disclosure and fairness to us of the matters considered and will prohibit any transaction it determines is inconsistent with the interests of the Company and its shareholders. The Audit Committee is responsible for overseeing the establishment of processes designed to ensure the Company’s management evaluates related party transactions and presents for Audit Committee review those transactions it determines have the potential to conflict with the interests of the Company and its shareholders. In connection with the foregoing, the Company’s management may consider the Company’s past experience with related party transactions in making a determination regarding whether a related party transaction has the potential to adversely impact or conflict with the interests of the Company and its shareholders.

The Audit Committee has adopted a written policy which includes factors for committee members to consider in exercising their business judgment including (a) terms of the transaction with the related party, (b) availability of comparable products or services from unrelated third parties, (c) terms available from unrelated third parties and (d) the benefits to us. The Audit Committee recommends for approval only those related party transactions that are, in its business judgment, in our best interests and on terms no less favorable to us than we could have achieved with an unaffiliated party.

Transactions

Except as otherwise noted below, in 2021, we participated in the related party transactions described below. In 2021, there were transactions involving the compensation of Mr. Hamm (during the period from January 1, 2021 to May 19, 2021 when he served as our Executive Chairman), Ms. Lambertz and Tomas Lerum (Mr. Hamm’s son-in-law), which are discussed below. Based upon the review and recommendations of our Audit Committee, or of our Board, or other committee thereof in the case of the transactions described in the following sentence, we believe the transactions described below are in our best interests and are on terms no less favorable to us than we could have achieved with an unaffiliated party. Our Audit Committee reviewed and recommended each of the transactions described below except that a Special Committee of the Board reviewed and recommended the registration rights agreement described below under “Registration Rights Agreements—Wheatland Transaction Registration Rights Agreement;” and the full Board reviewed and recommended the registration rights agreement described below under “Registration Rights Agreements—Initial Public Offering Registration Rights Agreement” and the compensation of Mr. Hamm in connection with his service as Executive Chairman during 2021. Mr. Hamm’s compensation as Executive Chairman for the period from January 1, 2021 to May 19, 2021 is described below since his total compensation for service to the Company in all capacities during 2021 wasn’t large enough for him to qualify as an NEO (as defined below). Mr. Hamm’s compensation as our non-employee Chairman from May 19, 2021 to December 31, 2021 is described in the 2021 Director Compensation Table on page 20 below. To get a complete picture of all compensation paid to Mr. Hamm during 2021, please read the information appearing below under “Harold Hamm Compensation” together with the information for Mr. Hamm provided in the 2021 Director Compensation Table.

Royalty and Common Ownership

In 2021, we received approximately $128,000 from the Harold G. Hamm Trust (the “Hamm Revocable Trust”), a trust of which Harold G. Hamm, our Chairman, is the trustee and sole beneficiary, for billings on interests owned in various oil and gas wells which we

operate. We also disbursed to the Hamm Revocable Trust approximately $359,000 in 2021 for the Hamm Revocable Trust’s share of oil and gas sales attributed to these interests which were received from the purchasers of production. At December 31, 2021, approximately $33,000 was due from the Hamm Revocable Trust and approximately $34,000 was due to the Hamm Revocable Trust.

Aircraft Related Matters

From time to time, we allow certain affiliates to use our corporate aircraft and crews and have used the aircraft of Transwestern Transports, LLC (“Transwestern”), an entity owned by Mr. Hamm, pursuant to a dry lease agreement which contains terms customary in the air transport industry to facilitate efficient transportation of personnel. In 2021, we paid Transwestern approximately $ 84,000 for use of its aircraft and reimbursement of expenses and owed $26,000 to Transwestern at December 31, 2021. Additionally, in 2021 we received approximately $5,000 from Transwestern for use of our aircraft crews and at December 31, 2021 Transwestern owed us approximately $6,300. We also have a similar dry lease agreement to use an aircraft owned by Berriere Capital LLC, an entity owned by Mr. Berry, and this agreement went into effect in February of 2021. At December 31, 2021, approximately $7,000 was due to Berriere for use of its aircraft in 2021.

Registration Rights Agreements

Initial Public Offering Registration Rights Agreement. In connection with the closing of our initial public offering in May 2007, we entered into a registration rights agreement with the Hamm Revocable Trust and the two irrevocable trusts established for the benefit of Mr. Hamm’s children pursuant to which we granted to the trusts certain demand and “piggyback” registration rights. The Hamm Revocable Trust and the two irrevocable trusts identified above transferred the securities subject to this registration rights agreement to the Family LLC in September 2015 (the “September Transfer”). As a result, the rights of the Hamm Revocable Trust and the two irrevocable trusts under this registration rights agreement may be assigned to the Family LLC at the direction of these entities. Under the registration rights agreement, each holder of securities covered by the registration rights agreement has the one time right to require us to file a registration statement for the public sale of all or part of the shares of Common Stock owned by it at any time if at least six months have passed since the last demand registration statement. In connection with a demand by any such holder, the non-demanding parties have the right to participate in such registration process. However, in the event securities are to be sold in an underwritten offering pursuant to such demand registration statement and the managing underwriter thereof advises the participants the amount of securities to be offered thereby should be limited, such limitation shall be satisfied first from the securities allocated to participants other than the demanding party.

If we sell any shares of our Common Stock in a registered underwritten offering, each holder of securities covered by the registration rights agreement has the right to include its shares in that offering. The underwriters of any such offering have the right to limit the number of shares to be included in such sale. We will pay all expenses relating to any demand or piggyback registration, except for underwriters’ or brokers’ commissions or discounts. The securities covered by the registration rights agreement will no longer be registrable under the registration rights agreement if they have been sold to the public either pursuant to a registration statement or under Rule 144 promulgated under the Securities Act of 1933, as amended.

Wheatland Transaction Registration Rights Agreement. In March 2012, the Company entered into a Reorganization and Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Wheatland Oil Inc. (“Wheatland”) and the shareholders of Wheatland. Wheatland was owned 75% by the Hamm Revocable Trust and 25% by Jeffrey B. Hume, the Company’s Vice Chairman of Strategic Growth Initiatives.

Pursuant to the Purchase and Sale Agreement, we entered into a registration rights agreement granting the Hamm Revocable Trust and Mr. Hume registration rights for the shares of Common Stock they received, at the direction of Wheatland, upon the closing of the acquisition (the “Registrable Securities”). The Hamm Revocable Trust transferred the Registrable Securities held by it to the Family LLC as part of the September Transfer. As a result, the rights of the Hamm Revocable Trust under this registration rights agreement may be assigned to the Family LLC at the direction of the Hamm Revocable Trust and Family LLC. Under the registration rights agreement, each holder of Registrable Securities has demand and “piggyback” registration rights. The demand rights enable each of the holders of Registrable Securities to require us to register their respective shares of Registrable Securities with the SEC at any time, subject to certain limited exceptions, including the requirement that the aggregate proceeds from the demand registration exceed $40 million (net of underwriting discounts and commissions) and the Company is not required to effect more than four demand registrations in any three-year period. The piggyback rights allow each of the holders of Registrable Securities to register their Registrable Securities along with any shares we register with the SEC. These registration rights are subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares.

Harold Hamm Compensation

In 2021, Mr. Hamm served as Executive Chairman during the period described above. During this time, he received salary payments of $201,638 and other compensation of $38,526 for total Executive Chairman compensation of $240,164. The other compensation is comprised of $9,138 for personal aircraft use, $2,899 for vehicle use, $26,000 in Company matching contributions to Mr. Hamm’s account in our 401(k) plan and $489 for a club membership. See Footnotes 3(a) and 3(b), respectively, to the Summary Compensation Table on page 36 below for an explanation of how we calculate the incremental cost for aircraft and vehicle use.

Shelly Lambertz Compensation

In 2021, Ms. Lambertz served as Chief Culture Officer and Senior Vice President, Human Resources. In connection with this role, Ms. Lambertz received the following compensation: (i) annual base pay of $308,000, with an annual cash incentive bonus target of 50% of her annual base pay; (ii) a target annual stock grant value of $550,000; and (iii) participation in the Company’s benefits programs on terms consistent with the Company’s standard practices for employees at Ms. Lambertz’s level. The total number of shares of restricted Common Stock held by Ms. Lambertz at December 31, 2021 was 45,591 shares. Due to the economic environment during the pandemic, Ms. Lambertz elected to forego any increase in her base salary resulting from her promotion to this role in February 2020 effective March 8, 2020 and continuing through February 6, 2021.

In January 2022, Ms. Lambertz was appointed as Executive Vice President, Chief Culture and Administrative Officer. In connection with her appointment, the following compensation was approved: (i) annual base pay of $600,000; (ii) an annual cash incentive bonus target of 100% of her annual base pay; and (iii) a target annual stock grant value of $2,100,000. In association with the promotion, Ms. Lambertz also received an additional aggregate amount of $1,647,156 added to existing restricted stock awards vesting from 2022 to 2024, with $11,045, $559,722, and $1,076,389 in value being added to the shares vesting on each of February 15, 2022, 2023 and 2024, respectively. Ms. Lambertz is the daughter of Mr. Hamm.

Thomas Lerum Compensation

In February 2022, the Audit Committee approved the following compensation for Mr. Lerum in his role as Manager, Corporate Planning; (i) annual base pay of $153,000, with an annual cash incentive bonus target of 25% of his annual base pay; (ii) a target annual stock grant value of $45,000; and (iii) participation in the Company’s benefits programs on terms consistent with the Company’s standard practices for employees hired at Mr. Lerum’s level. Mr. Lerum is the son-in-law of Mr. Hamm.

Director Compensation


*General*

The Compensation Committee reviews annually the total compensation paid to our non-employee directors. The purpose of the review is to ensure the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform our Board’s duties, and to fairly compensate our directors for their service. This review includes consideration of qualitative and quantitative factors. To ensure directors are compensated relative to the scope of their responsibilities, the Compensation Committee considers: (a) the time and effort involved in preparing for Board, committee and management meetings and the additional duties assumed by committee chairs; (b) the risks associated with serving on the Board; and (c) the compensation paid to directors at a peer group of companies as reported by the Compensation Committee’s compensation consultant.

2021 Director Compensation Table

The following table summarizes the compensation of non-employee directors for the year ended December 31, 2021:



Name⁽¹⁾	Fees Earned or Paid in Cash ($)		Stock Awards ($) ⁽²⁾⁽³⁾		Other ($)⁽⁴⁾		Total ($)

Harold G. Hamm		179,876		617,715		26,591		824,182

Lon McCain		97,000		205,915		—		302,915

John T. McNabb, II		109,000		205,915		—		314,915

Mark E. Monroe		97,000		205,915		—		302,915

Timothy G. Taylor		97,000		205,915		—		302,915

(1)

This table lists the individuals who served as non-employee directors during all or part of 2021. Directors who are also full-time employees receive no compensation for serving as directors. As a result, the compensation information for Mr. Berry and Ms. Lambertz is not reported in the table above. Mr. Berry’s compensation for his service as an employee during 2021 is fully reported within the Summary Compensation Table at page 35. A summary of Ms. Lambertz’s compensation as an employee during 2021 appears in “Certain Relationships and Related Party Transactions—Shelly Lambertz Compensation” at page 19. Mr. Hamm was an employee Executive Chairman until May 19, 2021, at which time his role changed to non-employee Chairman. The information appearing for Mr. Hamm in the table above relates to his compensation as a non-employee director from May 19, 2021 through the end of 2021. Mr. Hamm’s compensation is greater than the other non-employee directors in recognition of the increased responsibilities associated with his service as Chairman. A summary of Mr. Hamm’s compensation as our Executive Chairman from January 1, 2021 to May 19, 2021 appears in “Certain Relationships and Related Party Transactions—Harold Hamm Compensation” at page 19.

(2)

The amounts in this column represent the aggregate grant date fair value for grants in fiscal year 2021 computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”), disregarding the estimate of potential forfeitures. See “Equity-Based Compensation” below. A discussion of the grant date fair value calculation can be found in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC. Mr. Hamm received a stock award of 20,618 restricted shares of Common Stock on May 19, 2021, which vests May 1, 2022. Each of the other directors listed above received a stock award of 6,873 shares on May 19, 2021, which vests on May 1, 2022.

(3)

The following restricted stock awards were outstanding as of December 31, 2021: Mr. Hamm, 20,618, Mr. McCain, 6,873 shares; Mr. McNabb, 6,873 shares; Mr. Monroe, 6,873 shares; and Mr. Taylor, 6,873 shares. Unvested shares receive cash dividends, if any, at the same rate as other shareholders and all non-employee directors receive payment in connection with accrued dividend payments at the time the shares related to any accrued dividends vest.

(4)	Includes $22,050 for personal aircraft use and $4,541 for vehicle use. See Footnotes 3(a) and 3(b), respectively, to the Summary Compensation Table on page 36 below for an explanation of how we calculate the incremental cost for these items.

We reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services as directors in accordance with our general expense reimbursement policies. Non-employee directors may participate in our medical and dental benefit programs, which are available to all full-time employees, as well as the Company’s non-qualified deferred compensation program (“DCP”). No non-employee director participated in the DCP during 2021. Information regarding the material terms of our DCP may be found on page 38.


*2021 Retainers / Fees*

During 2021, the retainer structure provided that all non-employee directors, other than the Chairman, receive a base annual retainer of $97,000. The Lead director also receives an annual retainer described below. No other cash compensation is paid to our non-employee directors, other than Mr. Hamm under the current structure, which remains in effect as of April 7, 2022.

Mr. Hamm receives an annual retainer of $291,000 in connection with his service as Chairman. Mr. Hamm also receives access to a personal automobile and use of the Company’s aircraft. This compensation structure remains in effect as of April 7, 2022.

Any applicable annual retainer was paid quarterly on a pro-rata basis and the amounts appearing in the table above reflect the retainer rate applicable to the quarter in which it was paid.

During 2021, the amount of the annual retainer for the position of Lead Director was $12,000 and this amount remains in effect as of April 7, 2022.


*Equity-Based Compensation*

In addition to cash compensation, we have awarded and intend to continue to award restricted Common Stock to each of our non-employee directors, as described in Footnote 2 to the 2021 Director Compensation Table on page 20. On May 19, 2021, Mr. Hamm received a grant of 20,618 shares. Each of the other non-employee directors received a grant of 6,873 on the same date. The targeted grant value for non-employee directors other than Mr. Hamm is $212,500 and for Mr. Hamm it is $637,500, due to the increased responsibilities associated with the role of Chairman. All the grants described in the prior two sentences vest on May 1, 2022. We expect that future awards made to non-employee directors will vest one year from the grant date. The number of shares of any future award will be impacted by the value of our stock at the time of the award and other relevant factors. Through the grant of equity-based compensation, we are able to align a portion of our non-employee directors’ compensation with the performance of our Common Stock.

We have adopted a Common Stock ownership requirement for non-employee directors. Each non-employee director is required to own shares of our Common Stock with a market value equal to at least five times the base annual retainer. In addition, we have a policy which prohibits certain employees and directors from holding our securities in a margin account or pledging our securities as collateral, unless permission is received from our General Counsel in writing. We also have a policy prohibiting non-employee directors from engaging in transactions which may hedge the value of our securities held by them. For a more detailed discussion of the policy described in the prior sentence, see “Hedging Policy” on page 34 below.

Until the stock ownership guideline is achieved, each non-employee director is required to retain 100% of the shares received as a result of restricted shares granted under our 2013 Long-Term Incentive Plan (the “2013 Plan”) or any other equity compensation plan we may maintain from time to time. The stock ownership calculation is determined as of December 31 each year based upon the average closing price of the Common Stock for the year compared to the non-employee director’s base annual retainer as of such date. Compliance with the guidelines is also determined each time each non-employee director sells shares, based on the closing price of our Common Stock on the date clearance to sell the relevant shares is granted. Shares owned directly by, or held in trust for, the non-employee director or his or her immediate family members residing in the same household and unvested restricted shares are included in the calculation. The Compensation Committee reviewed the non-employee directors’ stock ownership and determined as of December 31, 2021, each non-employee director was in compliance with the stock ownership guidelines.

Executive Compensation and Other

Information


*Information About Our Executive Officers*

Our current executive officers are named below:



Name	Age	Position
William B. Berry	69	President and Chief Executive Officer
Robert D. (“Doug”) Lawler	55	Chief Operating Officer and Executive Vice President
John D. Hart	54	Chief Financial Officer and Executive Vice President of Strategic Planning
Shelly Lambertz	55	Executive Vice President, Chief Culture and Administrative Officer
Jeffrey B. Hume	70	Vice-Chairman, Strategic Growth Initiatives
James R. Webb	57	Senior Vice President, General Counsel, Chief Risk Officer and Secretary
Robert Hagens	64	Senior Vice President, Land

The information appearing in the table above is as of April 7, 2022.

For a description of the business background and other information concerning Mr. Berry and Ms. Lambertz see “Proposal 1: Election of Directors—General” above.


*Robert D. (“Doug”) Lawler*		has served as our Chief Operating Officer and Executive Vice President since joining the Company on
February 1, 2022. Prior to this, he served as the President and Chief Executive Officer of Chesapeake Energy Corporation (“Chesapeake”) from June 2013 to April 2021. Chesapeake voluntarily filed for Chapter 11 bankruptcy protection in June of 2020 and emerged from bankruptcy in February of 2021. Mr. Lawler has served as a director of Pilot Travel Centers LLC (dba Pilot/Flying J) since 2016. Mr. Lawler holds a degree in petroleum engineering from the Colorado School of Mines and an M.B.A. from Rice University.


*John D. Hart*		joined us as Vice President, Chief Financial Officer and Treasurer in November 2005. He was promoted to Senior Vice
President in May 2009 and served in that capacity to mid-March 2021. In March 2021, his title was changed to Senior Vice President, Chief Financial Officer and Chief Strategy Officer and he served that capacity through January 11, 2022. On January 12, 2022, Mr. Hart was promoted to Chief Financial Officer and Executive Vice President of Strategic Planning. Prior to joining us, he was a Senior Audit Manager with Ernst & Young LLP. Mr. Hart was employed by Ernst & Young LLP from April 1998 to November 2005 and by Arthur Andersen LLP from December 1991 to April 1998, working with numerous public companies in a wide variety of securities and exchange matters and capital markets activities. He is a member of the American Institute of Certified Public Accountants and The Petroleum Alliance of Oklahoma. Mr. Hart serves on the executive board of the Greater Oklahoma City Chamber of Commerce, and the board of directors of the Myriad Gardens Foundation. Additionally, he serves on the Casady School Board of Trustees and the Oklahoma State University Foundation Board of Governors. Mr. Hart is a Certified Public Accountant and received a Bachelor of Science in Accounting and Finance and a Master of Science in Accounting from Oklahoma State University.


*Jeffrey B. Hume*		became our Vice Chairman of Strategic Growth Initiatives in June 2012. He previously served as our President
from November 3, 2009 until June 2012. From November 2008 to June 2012, Mr. Hume also served as our Chief Operating Officer after serving as our Senior Vice President of Operations since November 2006. He was previously appointed as Senior Vice President of Resource and Business Development in October 2005, Senior Vice President of Resource Development in July 2002, and served as Vice President of Drilling Operations from 1996 to 2002. Prior to joining us in May 1983 as Vice President of Engineering and Operations, Mr. Hume held various engineering positions with Sun Oil Company, Monsanto Company, and FCD Oil Corporation. Mr. Hume is a Registered Professional Engineer and member of the Society of Petroleum Engineers, The Petroleum Alliance of Oklahoma, and the Oklahoma and National Professional Engineering Societies. Mr. Hume graduated from Oklahoma State University with a Bachelor of Science in Petroleum Engineering Technology.


*James R. Webb*		is Senior Vice President, General Counsel, Chief Risk Officer and Secretary, a position he has held since joining the
Company in September 2021. Prior to joining the Company, Mr. Webb served in various executive roles at Chesapeake from 2012 to 2021, most recently as Executive Vice President – General Counsel and Corporate Secretary from January 2014 to June 2021. Chesapeake voluntarily filed for Chapter 11 bankruptcy protection in June of 2020 and emerged from bankruptcy in February of 2021. Immediately prior to joining Chesapeake, Mr. Webb was an attorney with the law firm of McAfee & Taft from 1995 to October 2012.


*Robert Hagens*		is Senior Vice President, Land, a position he took when he joined Continental in October 2020. Mr. Hagens has
over 37 years of experience. Over the years, he has engaged in all levels of leadership within land, land administration and regulatory. Mr. Hagens started his career as a Landman with Atlantic Richfield Company (“ARCO”) in Midland, Texas and has held positions of increasing responsibility across multiple offices within the lower 48 and Alaska with ARCO and its subsidiaries. Shortly following the merger with BP plc (“BP”) in 2000, Mr. Hagens assumed the position of U.S. Onshore Land Manager with BP. Prior to joining the Company, he spent the previous 15 years as Vice President and Senior Vice President of Land for Pioneer Natural Resources Company. Mr. Hagens holds a degree in Petroleum Land Management from the University of Texas at Austin.



*Compensation Discussion and Analysis*

The purpose of this Compensation Discussion and Analysis is to explain the Company’s and Compensation Committee’s approach to determining the compensation program for the Company’s Chief Executive Officer, Chief Financial Officer and the other named executive officers appearing in the tables following this discussion (“NEOs”) and to discuss how the 2021 compensation package for these executives was determined. Following this discussion are tables that include compensation information for the NEOs. The NEOs for 2021 are as follows:

William B. Berry, President and Chief Executive Officer;

Jack H. Stark, former President;

John D. Hart, Chief Financial Officer and Executive Vice President of Strategic Planning;

Patrick W. Bent, former Senior Vice President, Operations; and

James R. Webb, Senior Vice President, General Counsel, Chief Risk Officer and Secretary.

James R. Webb joined the Company on September 1, 2021. As a result, Mr. Webb’s compensation in the following discussion and tables reflects the negotiated terms of his employment during the period from September 1, 2021 through the end of the year. Mr. Webb’s status as an NEO is the result of him receiving an initial stock grant equivalent to three years of his annual target value prorated from his date of hire for this component of his compensation. Mr. Webb’s initial grant vests ratably over a three-year period, with a prorated portion for the initial year and the equivalent of his annual target value in each of the remaining two years. Mr. Webb’s initial award was made consistent with our standard practice of giving new employees an initial grant equivalent to three years of annual target value.

In January 2022, Mr. Stark informed the Company of his decision to retire from the Company in late spring of 2022, and he retired on April 1, 2022. Mr. Stark was serving as our President and Chief Operating Officer at the time he announced his retirement and he served in this role during 2021. In January 2022, the Company announced it had hired Robert D. Lawler to serve as the Company’s Chief Operating Officer and Executive Vice President. Mr. Stark retained the title of President until he retired in April 2022. Mr. Berry assumed the title of President at the time of Mr. Stark’s retirement.

In January 2022, Mr. Bent informed the Company of his decision to retire from the position described above and he served in this role during the entirety of 2021. Mr. Bent retired as an employee of the Company on February 1, 2022.

In the discussion below and in the tables that follow, individuals who are currently serving with the Company are referred to by their current titles. Mr. Stark and Mr. Bent are referred to by their last held officer titles.

Executive Summary


*Company Compensation Philosophy and Components*		Because we operate in a highly competitive environment, we have designed
our executive compensation program to attract, retain and motivate experienced, talented individuals. We also designed our executive compensation program to reward our executives for achieving the strategic and business objectives determined to be important to help the Company create and maintain advantage in a competitive environment.

In determining individual compensation, we consider the performance of the Company against specific operational and financial factors determined to be relevant for the period in question. We consider competitive market compensation paid by other companies comparable to us in size, geographic location, and operations. We maintain and incorporate flexibility into our compensation programs and in the assessment process, which we believe is particularly important in a changing commodity price environment. As such, we do not apply rigid formulas in determining the amount and mix of compensation elements.

For 2021, the Compensation Committee evaluated how the following elements (collectively, the “Primary Compensation Elements”) of our compensation program compare to the compensation awarded by the members of the then current compensation survey group. The Compensation Committee’s analysis consists of comparing the market data of base salary, cash bonus, long-term incentive equity awards and total compensation at the 25^th, 50^th and 75^thpercentiles of the current compensation survey group to the compensation of each of our NEOs. Total compensation for each NEO is structured to target compensation levels near the 50^th percentile, taking into account responsibilities and duties, experience, individual performance, and time in position. The 2021 target levels were designed to emphasize compensation elements whose value depends on Company performance.

Aa a result of the COVID-19 pandemic’s impact on our industry and the global economy, the Compensation Committee determined it was not appropriate to increase salaries in February 2021 in connection with our regular annual compensation analysis cycle, in spite of management’s strong performance in mitigating the impact of the pandemic on the Company. With respect to 2021, bonus payments were made based on the Company’s exceptionally strong financial and operational performance, including record cash flow from operations and the Company’s success in both expanding into new operational areas and enhancing its holdings in existing operational areas. In determining the 2021 Performance Factor (as defined below) to be used in the bonus calculation, the Compensation Committee considered the Company’s performance with respect to the six bonus pool metrics described below. After considering the Company’s performance with respect to these metrics, the Compensation Committee determined a Company performance factor of 179% of target was appropriate, which reflected the Company’s performance with respect to the six metrics, without adjustment (the 179% outcome described above is referred to herein as the “2021 Performance Factor”). The approach described in connection with the 2021 bonus in this paragraph is referred to herein as the “2021 Bonus Framework”.


*Company Performance*		Highlights of the Company’s 2021 performance include:

Generated a Company record $3.97 billion in cash flows from operations.

Increased net income to $4.56 per diluted share in 2021, compared to a net loss of $1.65 per diluted share in 2020.

Added over 237 MMBoe to the Company’s proved reserves through acquisitions.

Sequentially increased the quarterly dividend throughout the year to $0.20 per share in fourth quarter.

Executed $123,924,127 million in share repurchases, resulting in the acquisition of 3,198,571 shares.

Achieved continued improvement in safety performance, with Total Recordable Incident Rate decreasing to 0.33 in 2021.

A discussion of how the factors described above impacted awards made under the Company’s 2021 annual cash bonus plan appears under the heading “Annual Cash Bonus” below.


*Compensation Actions*		The following is a summary of the material compensation decisions made by the Compensation Committee
for 2021:

Base Salary – The base salaries of our NEOs were not adjusted in conjunction with our standard annual cycle (February 2021), for the reasons discussed above.

Cash Bonus – For 2021, the individual bonus target levels for Mr. Berry, Mr. Stark, Mr. Hart, and Mr. Bent remained as set in 2020. Mr. Webb’s 2021 bonus target level was set in connection with joining the Company in September of 2021. During 2021, the Compensation Committee did not adjust the bonus target levels for these individuals from those described above as their existing targets were both competitive by comparison to the defined survey group as well as internally equitable. The targets for 2021, as a percentage of base salary, are set forth in the table below.



Name		2021 Bonus Target

William B. Berry		125%

Jack H. Stark		100%

John D. Hart		100%

Patrick W. Bent		80%

James R. Webb		80%

Long-term incentive equity awards – In February 2021, long-term incentive equity awards of restricted stock were made to each of our NEOs, except for Mr. Webb, with three-year cliff vesting at a level generally consistent with achieving the goal of awarding total compensation near the 50^th percentile of the compensation survey group, as described above. When employees are hired, they typically receive a stock grant equivalent to three years of their annual target value, as of the grant date, with the initial annual target value prorated from the date of hire, vesting ratably over a three-year period. Mr. Webb received such a grant on October 27, 2021. The value of the stock awarded to Mr. Webb in connection with his employment was consistent with the Company’s typical practice and resulted in a larger restricted stock award for Mr. Webb relative to the other NEOs in 2021.

In addition, with respect to the Primary Compensation Elements generally, awards made to each of the NEOs other than Mr. Berry, also reflected the Compensation Committee’s evaluation of the performance of each of the NEOs in contributing to the six metrics included in the 2021 Performance Factor and other factors described below in connection with the discussion of each of the Primary Compensation Elements. Mr. Berry’s compensation is set by the Board based upon the recommendation of the Compensation Committee.

The following charts illustrate the various components of total annual compensation for our Chief Executive Officer and the other NEOs as a group, and reflect the following: (i) base salary received by the NEO during 2021; (ii) the cash bonus for 2021 paid in February 2022; (iii) the grant date fair value of the long-term equity incentive awards granted to the NEOs in 2021 (which is the value of the awards based on accounting principles on the date of grant, and not necessarily reflective of the amounts the NEOs may receive at the time of settlement); and (iv) the other compensation for each NEO included in the Summary Compensation Table below.

LOGO

(1)

“Other NEOs” chart includes the impact of the initial restricted stock award made to Mr. Webb in connection with joining the Company in September 2021, which reflected three times his annual target value, as of the grant date, with the initial annual target value prorated from the date of hire, and vests ratably over three years. If the annual target value for one year was included, the value of long-term incentive component of this chart would equal 65% of the total compensation shown for the other NEOs.


*Key Executive Compensation Policies and Practices*		Key executive compensation policies and practices include:

Independent compensation consultants engaged by the Compensation Committee;

No individual employment agreements;

Majority of compensation is restricted stock awards for all NEOs, with vesting periods designed to align interests of executives and shareholders;

Clawback policy applies to all executive officers;

Robust stock ownership requirements – 5x of base salary for the President, Chief Executive Officer, and Executive Vice Presidents and 3x of base salary for the other executive officers;

Industry-specific peer compensation data considered in establishing compensation;

Minimal perquisites; and

Hedging of Company securities by executive officers is not allowed.

Executive Compensation Philosophy

We operate in a highly competitive environment for securing trained and qualified personnel. We believe the loss of the services of members of our senior management could impact our ability to achieve our business goals. Accordingly, we have designed our executive compensation program to attract, retain and motivate experienced, talented individuals to achieve our primary business goals, using the business strategies discussed in greater detail in our Annual Report on Form 10-K. We have also designed our executive compensation program to reward our executives for achieving the strategic and business objectives determined to be important to help the Company create and maintain an advantage in a competitive environment. Specifically, the Primary Compensation Elements of our executive compensation program are designed to reward the achievement of these objectives and to maximize the alignment of the executive and shareholder interests by:

providing objective-driven compensation opportunities that incentivize executives to achieve superior results for the Company and its shareholders;

aligning compensation with the Company’s short- and long-term business objectives; and

emphasizing the use of equity-based compensation to motivate the long-term retention of executives and align their interests with those of shareholders.

We do not apply rigid formulas in determining the amount and mix of compensation elements. For 2021 cash bonuses paid in February 2022 (and in Mr. Bent’s case, paid in January 2022 in connection with his retirement from the Company), we considered the achievement of financial and operational goals only as part of establishing the aggregate bonus pool from which bonuses were paid to the NEOs and in connection with the determination of the Company multiplier described below in the discussion of the annual cash bonus. With respect to establishing the size of the aggregate bonus pool and determining the final Company multiplier, the Compensation Committee used the 2021 Bonus Framework. During 2021, in determining individual bonus compensation, the Compensation Committee and our management also employed the 2021 Bonus Framework, focusing on each individual’s contribution toward achieving the factors included in such framework. We consider competitive market compensation paid by other companies comparable to us in size, geographic location, and operations, but do not exclusively rely on such data to determine compensation for the NEOs. We maintain flexibility with respect to our compensation programs and the assessment process. This approach allows us to adjust to an evolving business environment and account for individual performance, which we believe is particularly important in the current dynamic commodity price environment. The total compensation of the Chief Executive Officer, which is significantly higher than our other NEOs, is commensurate with his responsibility for the overall performance and future success of the Company.

Compensation Setting Process


*Role of Compensation Committee*		The Compensation Committee is responsible for overseeing and administering all aspects of
our benefit and compensation plans, and programs for our executive officers. The Compensation Committee annually reviews and determines the individual elements of total compensation of the NEOs who appear in the compensation tables of this Proxy Statement as well as our other executive officers. Because our compensation programs are relatively simple, and we do not have complex equity plans or significant change in control or severance obligations, the Compensation Committee does not use tally sheets in analyzing the compensation of our NEOs, but does review each element of compensation as described in this Proxy Statement in evaluating and approving the total compensation of each of our NEOs. When making awards with respect to each element of our compensation program, the Compensation Committee considers how the award of that particular element will impact the overall compensation package awarded to each NEO. As a result, the award made with respect to each element of our compensation program may be impacted by the awards made with respect to the other elements of our compensation program.

In general, the Compensation Committee evaluates how the Primary Compensation Elements of our compensation program compare to similar compensation awarded by the then current compensation survey group. The Compensation Committee believes targeting near the 50th percentile for base salary, cash bonus and long-term incentive equity results in competitive cash and equity compensation and aligns overall pay with shareholder interests while preserving considerable upside potential should Company and individual executive performance merit higher compensation. As the Compensation Committee works to achieve the alignment close to the 50^th percentile, it considers an individual executive officer’s performance and the external business environment, and any final compensation reflects the Compensation Committee’s discretion . Additional detail regarding the actions of the Compensation Committee with respect to each of the Primary Compensation Elements appears in the discussion of “Elements of Compensation” below.

At the 2021 Annual Meeting, shareholders approved through a non-binding advisory vote, the compensation of our named executive officers. Following the 2017 Annual Meeting, the Board determined to hold an advisory shareholder vote on the compensation of the Company’s named executive officers annually. This pattern will continue until the next required advisory vote on the frequency of shareholder votes on the compensation of executives, which will occur no later than our Annual Meeting of Shareholders in 2023. The Compensation Committee views the 92% vote in favor of approving the compensation of the Company’s named executive officers received in 2021 as a validation of the Company’s approach to executive compensation and determined, subject to the modifications discussed below, it was appropriate to continue structuring the compensation of the Company’s NEOs consistent with its compensation philosophy. A non-binding advisory vote will be conducted again in connection with the Annual Meeting.

For 2021, the Compensation Committee considered individual performance in connection with the 2021 Bonus Framework as described above. Variations in individual awards made to each of the NEOs are impacted by the Compensation Committee’s evaluation of a given NEO’s performance. In addition, in 2021, with respect to all elements of compensation for 2021, the Compensation Committee considered input provided by our Chairman, President and Chief Executive Officer, and our former President (Mr. Stark) as described under “Role of Management” below and this process also drives variation in individual awards made to each of the NEOs, with respect to such compensation.


*Role of Management*		For 2021 related compensation, the Compensation Committee, as well as our Chairman, President and Chief
Executive Officer, and our former President, reviewed the Meridian report described below regarding the analysis of market compensation. The aforementioned individuals were then responsible for making recommendations of compensation for individual executive officers of the Company, other than themselves. With respect to 2021 compensation, the Chairman made a recommendation with respect to our President and Chief Executive Officer’s 2021 compensation. The Chairman and our President and Chief Executive Officer made a joint recommendation with respect to the 2021 compensation of our former President. In making recommendations for executive officer compensation, our Chairman, President and Chief Executive Officer and our former President relied on the Meridian report, including compensation for executives of the then current compensation survey group, and took into account other factors including, but not limited to, the following:

the overall performance of the Company;

the executive’s contribution to the overall performance of the Company;

the executive’s business responsibilities;

the executive’s compensation relative to other executives;

the executive’s current compensation arrangements; and

the executive’s contribution to enhancing the ability of the Company to generate long-term shareholder value.

For 2021, once our Chairman, President and Chief Executive Officer and former President made their compensation recommendations as described above, the Compensation Committee reviewed their recommendations and determined the appropriate final level of compensation. In the case of our President and Chief Executive Officer, the Compensation Committee then presented all compensation approved by the Committee with respect to Mr. Berry to the Board for final approval, as required by this Committee’s charter. The independent members of our Board unanimously affirmed the cash bonus award and other compensation set by the Compensation Committee, without adjustment, for our President and Chief Executive Officer, in respect of his service during 2021.


*Role of the Compensation Consultants*		During 2021 the Compensation Committee retained the services of an independent
compensation consulting firm, Meridian. Meridian reported directly to the Compensation Committee. During 2021, Meridian provided an analysis of market compensation for directors and executive officers based upon its review of compensation paid by exploration and production companies comparable to us in terms of revenues, total assets, geographic location, and market capitalization. This analysis was contained in the report referred to above in the discussion appearing under the heading “Role of Management” and was used by the Compensation Committee, our Chairman, President and Chief Executive Officer and former President as described in that discussion. During 2021, Meridian provided no services other than the director and executive officer compensation studies requested by the Compensation Committee, except for analysis of market compensation with respect to a limited number of positions on an ad hoc basis, resulting in total fees of less than $120,000.

The Compensation Committee has assessed the independence of Meridian in accordance with standards set forth in rules established by the NYSE and promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and concluded no conflict of interest exists that prevented Meridian from independently representing the Compensation Committee.


*Compensation Survey Group*		The following table lists the companies included in the peer group used by the Compensation
Committee for evaluating the 2021 compensation of the NEOs (the “2021 Survey Group”):



2021 Survey Group Companies

Apache Corporation		Hess Corporation

Cimarex Energy Co		Marathon Oil Company

Concho Resources, Inc.		Noble Energy, Inc.

Devon Energy Corporation		Ovintiv Inc.

Diamondback Energy, Inc.		Pioneer Natural Resources Company

EOG Resources, Inc.		WPX Energy, Inc.

In selecting the 2021 Survey Group, the Compensation Committee considered the location of operations, market capitalization, revenue, assets, net income, production profile of oil versus gas, as well as other factors to determine the most relevant subset of the E27 Survey Group member companies for comparison purposes. The E27 Survey Group is a group of energy companies assembled for the purpose of providing industry participants survey information to be used in making compensation decisions. The companies in the 2021 Survey Group had a median revenue of approximately $4.7 billion as of year-end 2020. The Company’s revenue of approximately $2.6 billion for 2020 indicates the revenue for the 2021 Survey Group described in the prior sentence is within the ranges customarily used to select compensation peer companies by compensation consulting firms and shareholder service companies.

Elements of Compensation

The table below describes each of our Primary Compensation Elements, the purpose of each element, and how each element fits within the Company’s compensation philosophy and objectives.



Compensation Element	Description	Purpose and Philosophy
Base Salary	Fixed cash compensation	Provides a stable, fixed element of cash compensation. Attract and retain executive officers by paying a wage commensurate with such officer’s experience, skills, and responsibilities. It also recognizes and considers the internal value of the position within the Company, the officer’s leadership potential and demonstrated performance.
Annual Cash Bonus	Annual cash bonus related to individual contribution toward achievement of annual financial and operating results	Rewards executives for the achievement of specific annual financial, operating, and strategic goals and individual performance. Allows the Compensation Committee to evaluate both objective and subjective considerations when exercising discretion to determine final payout amounts. Important to the Company’s ability to attract, motivate and retain the Company’s executive officers.
Long-term Incentive Equity Awards	Restricted Stock	Aligns the executive’s long-term interests with those of shareholders. Important to the Company’s ability to attract, motivate and retain the Company’s executive officers.


*Role of Discretion in Determining Primary Compensation Elements*		All base salary adjustments and long-term incentive awards
for NEOs have been determined on a discretionary basis and while not linked to specific corporate goals or objectives, the overall performance of the Company as well as individual performance was considered in determining pay generally, including target award amounts. Although the Compensation Committee retains discretion over all aspects of the CLR Bonus Plan (defined below) and awards made thereunder, for 2021, the Final Pool Size (as described below) and 2021 Performance Factor do not reflect the exercise of discretion. The individual multiplier used in the CLR Bonus Plan is based on a subjective evaluation of an individual’s performance in contributing to the six metrics reflected in the 2021 Performance Factor.


*Base Salary*		Base salary is intended to provide each NEO a regular source of income and compensate him for performing the
responsibilities associated with his position. It also serves the purposes listed in the table above. Base salary also impacts annual cash bonus awards in that the target size of these awards is expressed as a percentage of base earnings, which is primarily comprised of salary. The table below shows the salary set by the Compensation Committee applicable to each of the NEOs during 2021.



NEO				Salary During 2021

William B. Berry				$1,000,000

Jack H. Stark				$ 753,247

John D. Hart				$ 617,000

Patrick W. Bent				$ 541,000

James R. Webb				$ 575,000

With the exception of Mr. Webb, the salaries listed above were unchanged from February 2020, and remained in effect for all of 2021. Mr. Webb’s salary was in effect when he commenced service as our Senior Vice President, General Counsel, Chief Risk Officer and Secretary on September 1, 2021. In the future, we expect the base salaries of the NEOs will be reviewed on an annual basis and adjusted as necessary to remain competitive.


*Annual Cash Bonus*		Our NEOs may earn annual cash bonuses as a reward for their individual contribution to the achievement of
annual financial and operating results as determined by the Compensation Committee. On February 22, 2013, the Compensation Committee approved a cash bonus plan that applies to certain employees of the Company, including the Company’s executive officers (the “CLR Bonus Plan”). The CLR Bonus Plan is designed to reward the Company’s employees and executive officers for achieving annual performance and strategic goals. The CLR Bonus Plan provides for the annual payment of cash bonuses, subject to the discretion of the Compensation Committee. The individual cash bonuses paid to NEOs for 2021 were paid pursuant to the CLR Bonus Plan. The Compensation Committee exercises complete discretion in administering the CLR Bonus Plan, and the individual awards to our NEOs for 2021 were determined following the process described below.

Under the CLR Bonus Plan, the bonus pool is initially set based on the aggregate target bonus amount of all employees participating in the CLR Bonus Plan (referred to herein as the “Target Pool Size”). For the 2021 bonus, paid in February 2022 (and in Mr. Bent’s case, paid in January 2022), the Compensation Committee used the following factors (adopted in March 2021) to determine the final size of the bonus pool: net cash provided by operating activities (25%); return on capital employed (25%); resource replacement ratio (20%); health, safety and environmental performance (10%); production growth (10%); and proved developed finding and development cost per barrel of oil equivalent (10%). The Compensation Committee has complete discretion to increase, decrease or leave the size of the pool unchanged. The size of the bonus pool as determined by the Compensation Committee is referred to herein as the “Final Pool Size.” The ratio of the Final Pool Size to the Target Pool Size is used to determine the Company multiplier in the calculation of an individual’s bonus amount under the CLR Bonus Plan. For 2021, the Compensation Committee believed the results achieved with respect to the six metrics described above were exceptional and based on such results the Final Pool Size was 79% higher than the Target Pool Size, as reflected by the 2021 Performance Factor.

For 2021, the Compensation Committee set the Company performance factor based on the following information provided to the Compensation Committee in connection with the six metrics: net cash provided by operating activities—$3.97 billion; return on capital employed—19.3%; resource replacement ratio 300%; health, safety and environmental performance 114% of target; production growth 10%; and proved developed finding and development cost per barrel of oil equivalent—$8.62. The Company’s performance in these areas exceeded internal expectations, with the exception of proved finding and development cost per barrel of oil equivalent, which was slightly below internal expectations. After considering these items, the Compensation Committee determined the 2021 Performance factor was an appropriate result, and correctly reflected performance significantly exceeding internal expectations. Proved developed finding and development cost per barrel of oil equivalent represents the Company’s net exploration and development costs incurred for operated wells having first production in 2021 divided by the net estimated recoverable reserves for those wells expressed in barrels of oil equivalent. Return on capital employed represents net income attributable to the Company before non-cash gains and losses on derivatives, income taxes, non-cash equity compensation expense, interest expense, and gains and losses on extinguishment of debt, the result of which is divided by average capital employed for the year, with capital employed representing the sum of total debt and total shareholders’ equity attributable to the Company, less cash and cash equivalents. Resource replacement ratio measures total undeveloped risked resource captured annually by dividing such amount by the annual production budgeted for the year in question.

Individual awards for participants in the CLR Bonus Plan in connection with the bonuses for 2021 which were paid in February 2022 (and in Mr. Bent’s case, paid in January 2022), were calculated utilizing the following formula:

Base Earnings x Target Bonus x Company Multiplier x Individual Multiplier = Initial Bonus Amount

For purposes of this formula, “base earnings” refers to the actual amount paid in respect of salary during 2021. Except for Mr. Berry, the individual multiplier for the 2021 bonuses was based on the Compensation Committee’s review of the 2021 Survey Group and the subjective evaluation of each of the NEO’s supervisor or supervisors. Mr. Berry’s individual multiplier was determined based on the subjective evaluation of the Compensation Committee. The subjective evaluation of each NEO was primarily based on an evaluation of each NEO’s contributions to the Company’s performance with respect to the six metrics included in the 2021 Performance Factor relevant to that NEO’s role with the Company. For 2021, after calculating the Company multiplier based on the measures and methodology described above, individual differences resulted from the subjective evaluation of performance that determined each NEO’s individual multiplier. In making its evaluation, where applicable, the Compensation Committee placed significant weight on input provided by our Chairman, President and Chief Executive Officer and our former President, as described above.

Once the NEOs’ Initial Bonus Amounts were calculated, they were presented by Messrs. Berry and Stark to the Compensation Committee for review, and in the case of Mr. Berry also presented to the Board, both of which had the discretion to increase or decrease individual Initial Bonus Amounts. Using the factors described previously, the Compensation Committee determined the final awards were appropriate and approved the bonuses for 2021 as presented by management.

The following table shows target annual cash bonus amounts as a percentage of base earnings for each of the NEOs in connection with the bonuses for 2021 which were paid in 2022 under the CLR Bonus Plan:



NEO		2021 Target Bonus %

William B. Berry		125

Jack H. Stark		100

John D. Hart		100

Patrick W. Bent		80

James R. Webb		80

Annual cash bonuses for the NEOs are determined concurrently with the year-end audited financial statements and reserve report and are subject to the Company’s clawback policy. For more information regarding the clawback policy, please see “CLR Clawback Policy” on page 33 below.


*Long-Term Incentive Awards*		The objective of our long-term incentive awards is to retain and motivate our executives over the
long-term and to align their interests with those of our shareholders. In February 2021, the NEOs, other than Mr. Webb, received long-term incentive awards of restricted Common Stock, indicated in the table below, which vest on February 15, 2024. Mr. Webb received the total number of shares listed in the table below on October 27, 2021, in connection with assuming the role of our Senior Vice President, General Counsel, Chief Risk Officer and Secretary. Mr. Webb’s award vests as follows: 22,251, 48,371 and 48,371 shares on February 15, 2022, 2023 and 2024, respectively. The table below presents the total number of shares of restricted Common Stock awarded to each NEO during 2021.



NEO		2021 Restricted Stock Award (shares)

William B. Berry		372,094

Jack H. Stark		186,047

John D. Hart		125,582

Patrick W. Bent		88,373

James R. Webb		118,993

The awards for each of the NEOs other than Mr. Berry were approved by the Compensation Committee. Mr. Berry’s awards were approved by the Compensation Committee and by the full Board based on the recommendation of the Compensation Committee. Mr. Stark forfeited 82,679 shares in connection with his retirement in April 2022. In connection with his retirement from the Company in January 2022, Mr. Bent forfeited 58,915 of the shares listed in the table above.

The long-term incentive award for each NEO is determined at the discretion of the Compensation Committee using the approach described above under “Executive Summary—Compensation Philosophy and Components.” Differences in long-term incentive awards are based on the Compensation Committee’s subjective evaluation of the expected relative individual contribution to the achievement of our long-term financial and operating results.

The vesting provisions of the awards encourage our officers to remain in our employ to realize these forms of compensation. Our current equity programs consist of restricted stock awards, which we believe are an effective motivational tool which aligns executive interests’ with shareholders.

The restricted stock awards provide for immediate vesting upon a change in control, as defined by the 2013 Plan. We would likely need the assistance of several key employees to successfully conclude a transaction resulting in a change in control. We believe immediately vesting the awards may serve to reduce concerns, other than continued employment, such employees may have with respect to any potential change in control transaction and may motivate them to complete the transaction.

We have a policy which prohibits our directors and certain employees, including our executive officers, from holding our securities in a margin account or pledging our securities as collateral, unless permission is received from our General Counsel in writing. We also have

a policy that prohibits the same group from hedging any Company securities held by them. For a discussion of our hedging policy, see “Hedging Policy” on page 34 below.

The Company has a Common Stock ownership requirement for our executive officers. Each such officer is required to own shares of our Common Stock at least equal to a specified multiple of such officer’s base salary. The table below lists base salary multiples applicable to the different positions within this group:



Officer		Required Stock Ownership – Multiple of Annual Base Salary
President and Chief Executive Officer		5x
President and Executive Vice Presidents		5x
Other Executive Officers		3x

Until the stock ownership guideline is achieved, each such officer is required to retain 100% of the “net shares” received as a result of restricted shares granted under our 2013 Plan. “Net shares” are the number of shares that remain after shares are sold or withheld to pay withholding taxes. The calculation is determined as of December 31 each year based upon the average closing price of the Common Stock for the year compared to the officer’s base salary as of such date. Shares owned directly by, or held in trust for, the officer or his or her immediate family members residing in the same household and unvested restricted shares are included in the calculation.

The Compensation Committee reviews the compliance of each executive officer with the stock ownership guidelines each year and it may choose to reduce or eliminate future restricted stock grants under the 2013 Plan, or any other equity-based compensation plan that we may maintain, for any executive officer not in compliance with the stock ownership guidelines. Compliance with the guidelines is also determined each time any executive officer sells shares, based on the closing price of our Common Stock on the date clearance to sell the relevant shares is granted. The Compensation Committee reviewed the NEOs’ and other applicable officers’ stock ownership as of December 31, 2021 and determined each NEO and other applicable officers were in compliance with the guidelines.


*Deferred Compensation Plan*		On September 20, 2013, the Board, based upon the recommendation of the Compensation
Committee, established the DCP. The Board appointed the Compensation Committee to act as Plan Administrator of the DCP (the “DCP Administrator”).

The purpose of the DCP is to (i) give DCP participants, including the NEOs, an additional tool to use in planning their savings and for retirement; and (ii) provide a vehicle to allow employee DCP participants, all of whom are limited in their participation in the Company’s 401(k) (as defined below) due to limits imposed under federal tax rules (“Limits”), to receive similar benefits in connection with Company matching contributions as employees whose ability to receive Company matching contributions is not impacted by the Limits. The DCP permits the Company to make discretionary matching and other contributions to an employee participant’s account, although the Company did not make any such contributions to the NEOs’ accounts during the 2021 year. For a description of the material features of the DCP see the narrative “Description of Deferred Compensation Plan” on pages 38 and 39 below.


*Other*		Compensation and benefits that are outside of our three main compensation elements are designed to attract and retain
employees by enhancing our overall compensation package. During 2021, we provided automobiles and fuel cards to certain NEOs and certain other employees for business and personal use. The personal use is valued according to IRS guidelines and reported as taxable income to the individuals. We value vehicle usage for disclosure in our proxy statement based upon the aggregate incremental cost to us adjusted to reflect each individual’s personal use of the vehicle. Fuel card usage is reported based on its incremental cost.

In 2021, we allowed Mr. Berry to use the corporate aircraft for personal trips. The value of such trips is calculated according to IRS guidelines and reported as taxable income to him. On occasion the spouses and guests of NEOs may accompany them on business-related trips. Aircraft usage and travel by spouses and guests are valued for disclosure in our proxy statement based on the aggregate incremental cost to us.

We have a defined contribution retirement plan (“401(k)”) covering all full-time employees. Our contributions to the plan are discretionary and based on a percentage of eligible compensation. The 401(k) provides for Company dollar for dollar matching of up to a maximum of 10% of a covered employee’s eligible compensation, depending on the employee’s level of contribution into the employee’s account and subject to IRS limits. During 2021, the match was in effect the entire year.

All full-time employees may participate in our health and welfare benefit programs, including medical, dental, vision care, life insurance and disability insurance. We provide all full-time employees with life insurance coverage of the lesser of two times base salary or $1,000,000 and allow them to purchase supplemental coverage. We do not sponsor any qualified or non-qualified defined benefit plans.


*CLR Clawback Policy*		On August 3, 2018, the Board approved a clawback policy pursuant to which cash and equity-based
incentive compensation awards to executive officers granted after August 3, 2018 may be recovered if the Company is required to restate all or a portion of its publicly reported financial statements and it is determined such restatement was proximately caused by the fraud, gross negligence, intentional misconduct, embezzlement, theft or breach of fiduciary duty committed by or attributable to any current or former executive officer of the Company (such conduct is referred to herein as “wrongful conduct”). The policy also applies if an executive has knowledge of wrongful conduct and fails to take reasonable steps to prevent it.

In order to be subject to recovery, an award must have been based in whole or in part on measures impacted by the restatement. The amount to be recovered is any excess value received by the executive officer as a result of the measures impacted by the restatement. Any matching award under the Company’s DCP impacted by the measures subject to restatement is also subject to recovery. The Compensation Committee has discretion to determine how recovery is to be achieved, which may include, among other things, seeking reimbursement, cancelling other outstanding equity awards, or reducing future compensation. Simple interest will be applied to any recovery amount.

Since all current outstanding equity awards are restricted stock awards subject to time-based vesting, and we have not made matching awards under the DCP since 2015, the only compensation that is required to be subject to the policy as of the date of this proxy statement are awards made under the CLR Bonus Plan. In order to receive a CLR Bonus Plan award, each serving executive officer must execute an agreement agreeing to abide by the terms of the clawback policy. Each such executive officer executed such an agreement in connection with the bonus for 2021, paid in 2022.

The clawback policy is administered by the Compensation Committee. The Compensation Committee has discretion to waive or limit the amount to be recovered under the clawback policy if it determines such action is justified in its business judgment. Among others, circumstances that may be considered by the Compensation Committee in exercising discretion to waive or limit recovery are the passage of time, whether the cost of recovery outweighs the benefit to the Company, and whether the recovery will remedy the wrongful conduct or aid in preventing its recurrence.

Impact of Accounting and Tax Treatment

We believe it is important to have flexibility in designing the compensation program in a manner to achieve the objectives described above under “Compensation Objectives.” Therefore, while we consider the accounting and tax treatment of certain forms of compensation in the design of our compensation program, the accounting and tax treatment is not a determinative factor.

Prior to 2018, under Section 162(m) of the Internal Revenue Code, a publicly-held company could deduct for federal tax purposes no more than $1,000,000 of annual compensation paid to its principal executive officer and each of its three other most highly-paid officers other than the principal financial officer, unless the compensation was “performance-based compensation.” Beginning with 2018, Section 162(m) of the Code generally does not contain an exception for “performance-based compensation.” Therefore, we do not expect the restrictions of Section 162(m) of the Code to play any role in our compensation decisions going forward.


*Insider Trading Policy*

Our insider trading policy provides that certain employees and all directors may not purchase or sell puts or calls to sell or buy our securities or engage in short sales with respect to our securities. Certain employees and all directors are also prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan unless permission is received from our General Counsel in writing. The purchase or sale of stock by our officers, directors and certain employees may only be made during a window of time described in our policy and after approval by our General Counsel.


*Hedging Policy*

We have a policy that prohibits our directors and certain employees, including our executive officers, from engaging in transactions which may hedge the value of our securities, including, without limitation, buying or selling puts and calls for, or engaging in short sales of, our securities. While the policy does not specifically address prepaid variable forward contracts, equity swaps, collars, and exchange funds, in applying the policy, the Company would consider these transactions to be hedging transactions. This policy applies to all types of awards under our 2013 Plan, including awards of restricted Common Stock, which are the only types of awards currently outstanding under our 2013 Plan and also applies to Company securities otherwise acquired by our directors, executive officers and certain other employees. Employees, including our executive officers, are selected to be subject to this policy based on their access to material information about our Company, as part of their day-to-day responsibilities. Directors are also included in this policy based on their access to material information about the Company. The purpose of the prohibition against hedging is to align the interests of our directors and the employees described above with the performance and prospects of the Company.


*Compensation Committee Report*

In accordance with its written charter adopted by the Board, the Compensation Committee of the Board is responsible for overseeing awards to employees of stock or other equity compensation and determining and approving the individual elements of the total compensation of the President and Chief Executive Officer, the other NEOs and other executive officers and recommending the compensation of the President and Chief Executive Officer for approval by the Board. The Compensation Committee is also obligated to communicate to shareholders information regarding the factors and criteria on which the President and Chief Executive Officer’s compensation was based, including the relationship of the Company’s performance to the President and Chief Executive Officer’s compensation, and the specific relationship of corporate performance to executive compensation overall.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) above with management. Based on this review and discussion, the Compensation Committee recommended to the Board that this CD&A be included in this Proxy Statement.

/s/ Timothy G. Taylor

/s/ Mark Monroe

/s/ John McNabb

Timothy G. Taylor

Committee Chairman

Mark Monroe

Committee Member

John McNabb

Committee Member


*Summary Compensation Table*

The following table sets forth the compensation of our Principal Executive Officer, Principal Financial Officer, and the three other most highly compensated executive officers during 2021. We refer to these five individuals collectively as the “NEOs” for 2021. All titles shown below are the titles held by the NEOs as of April 7, 2022, except for Mr. Stark and Mr. Bent, who retired from service with the Company in April 2022 and January 2022, respectively. An explanation of the titles held by the individuals listed below during 2021 is set forth at the beginning of the “Compensation Discussion and Analysis” discussion on page 23. The titles shown for Mr. Stark and Mr. Bent in the table below and the subsequent tables are the titles they each held at the time of their respective retirements. Mr. Webb joined the Company as Senior Vice President, General Counsel, Chief Risk Officer and Secretary on September 1, 2021 and the information shown for Mr. Webb in the table below and the subsequent tables reflects the period from September 1, 2021 through the end of the year. Compensation is shown for years 2019, 2020 and 2021, as applicable for years in which the individual was deemed to be an NEO.



Name and Principal Position	Year		Salary ($) ⁽¹⁾		Bonus ($) ⁽¹⁾		Stock Awards ($) ⁽²⁾		All Other Compensation ($) ⁽³⁾		Total ($)

William B. Berry President and Chief Executive Officer		2021 2020	$	1,000,000 992,308	$	2,796,877 1,085,337	$	8,565,604 26,928,381	$	45,369 227,169	$	12,407,850 29,233,195
Jack Stark Former President		2021 2020 2019		753,247 777,931 725,060		1,865,391 680,690 1,114,780		4,282,802 3,165,697 3,879,015		30,031 30,297 38,237		6,931,471 4,654,615 5,757,092
John D. Hart Chief Financial Officer and Executive Vice President of Strategic Planning		2021 2020 2019		617,000 637,462 595,673		1,380,540 557,780 915,848		2,890,898 2,136,850 2,812,276		30,303 29,602 25,489		4,918,741 3,361,694 4,349,286
Patrick W. Bent Former Senior Vice President, Operations		2021 2020 2019		541,000 559,692 509,825		871,012 420,000 610,000		2,034,346 1,503,706 1,935,204		26,539 26,489 25,489		3,472,897 2,509,887 3,080,518
James R. Webb Senior Vice President, General Counsel, Chief Risk Officer and Secretary		2021		183,558		328,569		5,774,730		489		6,287,346

(1)	None of the NEOs elected to participate in the Company’s DCP with respect to 2021, therefore compensation and amounts reported in the table above do not include any amounts deferred pursuant to the Company’s DCP. All bonuses were paid pursuant to the CLR Bonus Plan in 2022.

(2)

The amounts under “Stock Awards” reflect the aggregate grant date fair value computed in accordance with ASC Topic 718, disregarding any estimate for forfeitures, for awards granted during the indicated year. A discussion of the grant date fair value calculation can be found in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC. When employees are hired, they typically receive a stock grant equivalent to three years of their annual target value, vesting ratably over a three-year period. Mr. Webb received such a grant on October 27, 2021. The value of the stock awarded to Mr. Webb in connection with his employment was consistent with the Company’s typical practice and results in a larger restricted stock award for Mr. Webb relative to the other NEOs in 2021.

(3)	All Other Compensation for 2021 includes the following elements:



Name	Year		Personal Use of Company Aircraft ($) ^(a)		Personal Use of Company Vehicle/Fuel Card ($) ^(b)		Contributions to 401(k) Plan ($)		Total ($) ^(c)
William B. Berry		2021	$	18,562	$	318	$	26,000	$	45,369
Jack H. Stark		2021		—		3,542		26,000		30,031
John D. Hart		2021		—		3,814		26,000		30,303
Patrick W. Bent		2021		50		—		26,000		26,539
James R. Webb		2021		—		—		—		489

(a)

We calculate the incremental cost to the Company of any personal use of corporate aircraft based on the cost of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar and parking costs, and other variable costs. Occasionally, spouses and guests of NEOs ride along when an aircraft is already going to a destination for a business purpose. This use has minimal costs to the Company and, where applicable, only the direct variable costs associated with the additional passenger (for example fuel and catering) are included in determining the aggregate incremental cost to the Company. Since the Company-owned aircraft is used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries and the purchase costs of Company-owned aircraft.

(b)	We calculate the incremental cost to the Company of any personal use of Company vehicles, including fuel, maintenance, insurance, lease payments and depreciation. For Mr. Hart the total amount shown above reflects the use of a Company fuel card in 2021.

(c)	Total amount also includes nominal cost of industry club membership.


*2021 Grants of Plan Based Awards*

The following table reflects information concerning awards of restricted stock granted to our NEOs during the fiscal year ending December 31, 2021 under the Company’s 2013 Plan:

Name

Grant Date

Stock Awards:
Number of Shares⁽¹⁾

Grant Date Fair Value
of Stock Awards
($)⁽²⁾

William B. Berry

2/12/21

372,094

⁽³⁾

8,565,604

Jack H. Stark

2/12/21

186,047

⁽³⁾

4,282,802

John D. Hart

2/12/21

125,582

⁽³⁾

2,890,898

Patrick W. Bent

2/12/21

88,373

⁽³⁾

2,034,346

James R. Webb

10/27/21

118,993

⁽⁴⁾

5,774,730

(1)

All awards will vest on an accelerated basis in the event of a change in control. Unvested shares receive cash dividends, if any, at the same rate as other shareholders and all Company employees receive payment in connection with accrued dividend payments at the time the shares related to any accrued dividends vest.

(2)	The aggregate grant date fair value of each equity award is computed in accordance with ASC Topic 718, disregarding any estimate for forfeitures.

(3)	The shares underlying this award vest on February 15, 2024, subject to the NEOs’ continued service.

(4)	Mr. Webb’s award vests as follows: 22,251, 48,371 and 48,371 shares on February 15, 2022, 2023 and 2024, respectively.

2021 Narrative Disclosure to the Summary Compensation Table and Grants of Plan Based Awards

The following table shows the percentage of base salary and bonus that each NEO received or earned with respect to 2021 as compared to that NEO’s total compensation for 2021:

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SEC Form DEF 14A filed by Continental Resources Inc.